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                                                                  Exhibit 10.11

                             AMERIGROUP CORPORATION
                           2000 EQUITY INCENTIVE PLAN

1.  PURPOSE OF PLAN

    The name of this plan is the AMERIGROUP Corporation 2000 Equity Incentive
Plan (the "Plan"). The purpose of the Plan is to provide additional incentive
to those officers, employees, and nonemployee directors of and consultants and
advisors to the Company and its Parents, Subsidiaries and Affiliates (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 Parents, Subsidiaries and Affiliates,
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
and its Parents, Subsidiaries and Affiliates. To accomplish such purposes, the
Plan provides that the Company may grant Incentive Stock Options, Nonqualified
Stock Options, Restricted Stock, Phantom Stock, Stock Bonuses and Other Awards.
From and after the consummation of a Public Offering, the Board may determine
that the Plan is intended, to the extent applicable, to satisfy the
requirements of section 162(m) of the Code and shall be interpreted in a manner
consistent with the requirements thereof.

2.  DEFINITIONS

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

    a.   "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.   "Affiliate" means any corporation 50% or more of the voting power of
       the outstanding voting securities of which is owned by the Company, its
       Parents or its Subsidiaries, or by any other Affiliate.

    c.   "Award" means an award of Incentive Stock Options, Nonqualified Stock
Options, Restricted Stock, Phantom Stock, Stock Bonus or Other Awards under the
Plan.

    d.   "Award Agreement" means, with respect to any Award, the written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

    e.   "Board" means the Board of Directors of the Company.

    f.   "Cause" means, unless a Participant is a party to a written employment
agreement with the Company, Parent, Subsidiary or Affiliate which contains a
definition of "cause," "termination for cause," or any other similar term or
phrase, in which case "Cause" shall have the meaning set forth in such
agreement, conduct involving one or more of the following: (i) the substantial
and continuing gross and willful failure of the Participant to render services
to the Company or any Parent, Subsidiary or Affiliate in accordance with the
Participant's obligations and position with the Company, Parent, Subsidiary or
Affiliate, which failure materially and

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adversely affects or could materially and adversely affect the business,
prospects, financial condition, operations, property or affairs of the Company
or any Parent, Subsidiary or Affiliate, after 30 day's notice from the
President of the Company or any Parent, Subsidiary or Affiliate, such notice
setting forth in reasonable detail the nature of such failure, and in the event
the Participant fails to cure such breach or failure within 30 days of notice
from the Company or any Parent, Subsidiary or Affiliate, if such breach or
failure is capable of cure; (ii) dishonesty, gross negligence, breach of
fiduciary duty; (iii) the commission by the Participant of an act of fraud or
embezzlement, as found by a court of competent jurisdiction, which results in
material loss, damage or injury to the Company or any Parent, Subsidiary or
Affiliate, whether directly or indirectly, or the commission by the Participant
of any other action with the intent to injure materially the Company or any
Parent, Subsidiary or Affiliate which could, in the reasonable opinion of the
President of the Company, result in material harm to the Company or any Parent,
Subsidiary or Affiliate; (iv) the conviction of the Participant of a felony,
either in connection with the performance of his or her obligations to the
Company, Parent, Subsidiary or Affiliate or which shall materially adversely
affect the Participant's ability to perform his obligations to the Company,
Parent, Subsidiary or Affiliate; or (v) material breach of the terms of an
agreement with the Company or any Parent, Subsidiary or Affiliate, provided
that the Company or any Parent, Subsidiary or Affiliate provides the
Participant with adequate notice of such breach and the Participant fails to
cure such breach, if the breach is reasonably curable, within thirty (30) days
after receipt of such notice.

    g.   "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.

    h.   "Change in Control" means the first to occur of any one of the events
set forth in the following paragraphs:

         (i)  any Person 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 25% 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);

         (ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the
effective date of a Public Offering, 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 the Effective Date or whose appointment,

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election or nomination for election was previously so approved or recommended;

        (iii) 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 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 securities acquired directly
from the Company) representing 25% or more of the combined voting power of the
Company's then outstanding securities; or

        (iv)  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.

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

    j.  "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. From and after the consummation of a
Public Offering, 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.

    k.  "Common Stock" means the common stock, par value $0.01 per share, of
the Company.

    l.  "Company" means AMERIGROUP Corporation, a Delaware corporation (or any
successor corporation).

    m.  "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 (or by the Parent, Subsidiary or Affiliate by
which he is employed); (2) when used in connection with the exercise of an
Incentive Stock Option following termination of 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.

    n.  "Eligible Recipient" means an employee, officer, director (including a
nonemployee director), consultant or advisor of the Company or of any Parent,
Subsidiary or Affiliate.

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

    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 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 12 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.

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    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, Phantom Stock,
Stock Bonus 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.

    z.   "Phantom Stock" means the right to receive in cash the Fair Market
Value of a Share granted pursuant to Section 9 hereof.

    aa.  "Public Offering" means the first underwritten initial public offering
of Shares by the Company.

    bb.  "Restricted Stock" means Shares subject to certain restrictions
granted pursuant to Section 8 hereof.

    cc.  "Shares" means shares of Common Stock and any successor security.

    dd.  "Stock Bonus" means the right to receive a Share granted pursuant to
Section 10 hereof.

    ee.  "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.

3.  ADMINISTRATION.

    a.   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;

         (ii)  to determine whether and to what extent Options or awards of
Restricted Stock, Phantom Stock, Stock Bonus 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;

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         (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, Phantom Stock, Stock Bonus 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 Restricted Stock or Phantom
Stock 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 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.

    d.   With respect to participants who are not "covered employees" within
the meaning of Section 162(m) of the Code and who are not subject to the
reporting requirements of Section 16(a) of the Exchange Act, the Board or the
Committee, as the case may be, may in its discretion delegate its authority
under this Section 3 to an officer of the Company.

4.  SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.

    a.   The total number of Shares reserved and available for issuance under
the Plan shall be 7,943,601 Shares, less the number of Shares actually issued
after July 10, 2000 under the Company's 1994 Stock Plan (all as adjusted for
Changes in Capitalization pursuant to Section 5 hereof). Such Shares may
consist, in whole or in part, of authorized and unissued Shares or treasury
shares. The grant of Phantom Stock shall not reduce the number of shares of
Common Stock with respect to which Awards may be granted pursuant to the Plan.

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    b.   To the extent that (i) an Option expires or is otherwise cancelled or
terminated without being exercised as to the underlying Shares, or (ii) any
Shares subject to any award of Restricted Stock, Phantom Stock 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 (including Awards payable in cash but denominated in
Common Stock, i.e., Phantom Stock) may be granted to any individual Optionee
during any fiscal year shall not exceed 1,000,000 (as adjusted for Changes in
Capitalization pursuant to Section 5 hereof).

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, Phantom Stock 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 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 exercise price thereof.

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, Phantom
Stock, a Stock Bonus or Other Awards, provided that directors of the Company or
any Parent, Subsidiary or Affiliate, and individuals who are consultants or
advisors to the Company or any Parent, Subsidiary or Affiliate, who are not
also employees of the Company or of any Parent or Subsidiary may not be granted
Incentive Stock Options.

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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)-(m) of this Section 7 and
shall contain such additional terms 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
10% (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.

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    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, 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 Shares of Restricted Stock already owned by the
Optionee for at least six months on the date of surrender or by the withholding
of Shares that would otherwise be issued pursuant to the option exercise, in
each case to the extent the Shares have 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 or withheld shares may be authorized only at the time of
grant, (iii) loans pursuant to paragraph (h) of this Section 7, or (iv) 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 15 hereof and,
if requested, has given the representation described in paragraph (b) of
Section 16 hereof.

    h.   Loans. The Company or any Parent, Subsidiary or Affiliate 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, (iv) be made only with full recourse against the Optionee and (v) be
subject to Board approval (or to approval by the Administrator to the extent
the Board may delegate such authority); 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. In no event may the principal amount of any such loan exceed the
aggregate Exercise 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.

    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

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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 and following a Public Offering, 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. Except as otherwise provided in
an Award Agreement, if a Participant's employment with or service as a
director, consultant or advisor to the Company or any Parent, Subsidiary or
Affiliate terminates (i) for any other reason than Cause, (A) Options granted
to such Participant, to the extent that they are exercisable at the time of
such termination, shall remain exercisable for a period of not less than 90
days after such termination (six months in the case of termination by reason of
death or Disability), on which date they shall expire, and (B) 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, or (ii) for
Cause, all outstanding Options granted to such Participant shall expire on the
date of such termination. Notwithstanding the foregoing, no Option shall be
exercisable after the expiration of its term.

    k.   Nontransferability of Option Shares. Each Award Agreement evidencing
the grant of an Option shall provide that, prior to the occurrence of a Public
Offering, the Optionee shall not be permitted to sell, transfer, pledge,
hypothecate or assign Shares acquired upon exercise of an Option except by will
or the laws of descent and distribution.

    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.

    m.   Nonemployee Director Formula Stock Options.  The provisions of this
Section 7(m) shall apply only to grants of Nonqualified Stock Options to a
member of the Board who is not an employee of the Company and who owns less
than one percent of the voting power of the Company (a "Nonemployee Director").

         (i)  General. Nonemployee Directors shall receive Nonqualified Stock
Options under the Plan as set forth in this Section 7(m). The exercise price
per share of Common Stock purchasable pursuant to a Nonqualified Stock Option
granted to Nonemployee Director shall be the Fair Market Value of a Share of
Common Stock on the date of grant.

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         (ii)  Timing of Grant. As of the date of a Public Offering, each
Nonemployee Director then serving shall be granted a Nonqualified Stock Option
to purchase such number of Shares of Common Stock (including no Shares) as may
be determined by the Administrator in its sole discretion. Immediately
following his or her first election or appointment to the Board, each
Nonemployee Director shall be granted a Nonqualified Stock Option to purchase
such number of Shares of Common Stock (including no Shares) as may be
determined by the Administrator in its sole discretion, and immediately
following each annual meeting of stockholders, each Nonemployee Director (other
than a Nonemployee Director who is first appointed or elected to the Board at
that meeting) shall be granted a Nonqualified Stock Option to purchase such
number of Shares of Common Stock (including no Shares) as may be determined by
the Administrator in its sole discretion.

         (iii) Method and Time of Payment. Each Nonqualified Stock Option
granted under this Section 7(m) shall be exercised in the manner described in
Section 7(f).

         (iv)  Term and Exercisability. Each Nonqualified Stock Option granted
under this Section 7(m) shall (1) become exercisable as the Administrator in
its sole discretion may provide in an applicable Award Agreement and (2) expire
ten years from the date of grant.

         (v)  Termination. Except as the Administrator in its sole discretion
may otherwise provide in an applicable Award Agreement, and subject to the
Administrator's amendment authority pursuant to Section 13, in the event of the
termination of a Nonemployee Director's service with the Company other than for
Cause, any outstanding Nonqualified Stock Option held by such Nonemployee
Director under this Section 7(m), to the extent that it is exercisable on the
date of such termination, may be exercised by such Nonemployee Director (or, if
applicable, by his or her executors, administrator, legatees or distributees)
during such period as may be provided in the Award Agreement (or as may be
otherwise determined by the Administrator) but in no event following the
expiration of such Nonqualified Stock Option, and the remainder of the
Nonqualified Stock Option which is not exercisable on the date of such
termination shall expire upon such termination. In the event of the termination
of a Nonemployee Director's service with the Company for Cause, all outstanding
Nonqualified Stock Options granted to such Nonemployee Director shall expire.
For purposes of the Plan, any termination of a Nonemployee Director's service
with the Company shall be deemed not to occur if the Nonemployee Director
continues to serve as consultant, employee or in any other capacity.

8.  RESTRICTED STOCK.

    a.   General. Awards of Restricted Stock 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 shall be made;
the number of Shares 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. The
provisions of the awards of Restricted Stock 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


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purchasable under an award of Restricted Stock shall be determined by the
Administrator in its sole discretion at the time of grant.

    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. Any Award of Restricted Stock 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 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 as it deems appropriate. In no event shall
the Restricted Period end with respect to a Restricted Stock Award prior to the
satisfaction by the Participant of any liability arising under Section 15
hereof. Any attempt to dispose of any Restricted Stock 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) and (d),
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 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.

    f.   Termination of Employment. The rights of Participants granted an Award
of Restricted Stock upon termination of employment with or service as a
director of or consultant or advisor to the Company or any Parent, Subsidiary
or Affiliate for any reason during the Restricted Period shall be set forth in
the Award Agreement governing such Award.

    g.   Early Exercise Options. The Administrator shall award Restricted Stock
to a Participant upon the Participant's early exercise of an Option under
Section 7(e) hereof. Unless

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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.

9.  PHANTOM STOCK

    (a)  Vesting. At the time of the grant of Shares of Phantom Stock, the
Committee may impose such restrictions or conditions to the vesting of such
Shares (including the achievement of preestablished corporate performance
goals) as it, in its sole discretion, deems appropriate, to be contained in the
Award Agreement. The Committee may divide such Phantom Stock into classes and
assign different vesting conditions for each class. Provided that all
conditions to the vesting of a share of Phantom Stock are satisfied, and except
as provided in Section 9(c), upon the satisfaction of all vesting conditions
with respect to a Share of Phantom Stock, such Share shall vest.

    (b)  Benefit Upon Vesting. Upon the vesting of a Share of Phantom Stock,
the Participant shall be entitled to receive, within 30 days of the date on
which such Share vests, an amount in cash or Common Stock with a Fair Market
Value equal to the sum of (1) the Fair Market Value of a Share of Common Stock
on the date on which such Share of Phantom Stock vests and (2) the aggregate
amount of cash dividends paid with respect to a Share of Common Stock during
the period commencing on the date on which the Share of Phantom Stock was
granted and terminating on the date on which such Share vests.

    (c)  Termination of Employment. The rights of Participants granted an Award
of Phantom Stock upon termination of employment with or service as a director
of or consultant or advisor to the Company or any Parent, Subsidiary or
Affiliate for any reason before the Phantom Stock vests shall be set forth in
the Award Agreement governing such Award.

10. STOCK BONUS AWARDS

    In the event that the Committee grants a Stock Bonus, a certificate for the
shares of Common Stock constituting such Stock Bonus shall be issued in the
name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is
payable.

11. EFFECT OF CHANGE IN CONTROL.

    Except as otherwise provided in an Award Agreement, all outstanding Shares
of Restricted Stock and Phantom Stock granted to a Participant which have not
theretofore vested shall immediately vest and all restrictions on such Shares
shall immediately lapse, and each Option granted to a Participant and
outstanding at such time shall become fully and immediately

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exercisable, if (i) there is a Change in Control following a Public Offering
and (ii) the Participant's employment with or service as a director, consultant
or advisor to the Company or any Parent, Subsidiary or Affiliate is terminated
by such entity for any reason other than for Cause within 2 years following the
Change in Control, or the Participant terminates employment with (or other
service to) the Company or any Parent, Subsidiary or Affiliate within 2 years
following the Change in Control and after there is a material adverse change in
the nature or status of the Participant's duties or responsibilities from those
in effect immediately prior to the Change in Control.

12. 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.

13. 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 of Plan, no such amendment shall
impair the rights of any Participant without his or her consent.

14. 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.

15. WITHHOLDING TAXES.

    (a)  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 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 Shares already owned by the Participant for at least
six months, in each case, having a value

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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 an election may be made with respect to all or any portion of the shares
to be delivered pursuant to an Award.

    (b)  If the Participant makes a disposition, within the meaning of Section
424(c) of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Participant pursuant to such Participant's exercise of an
Incentive Stock Option, and such disposition occurs within the two-year period
commencing on the day after the date of grant or within the one-year period
commencing on the day after the date of exercise, such Participant shall,
within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company is required to withhold.

16. 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.

    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, Subsidiary or Affiliate, as the case
may be, nor shall it interfere in any way with the right of the Company or any
Parent, Subsidiary or Affiliate to terminate the employment or service of any
of its Eligible Recipients at any time.

    e.   The Plan and all Awards shall be governed by the laws of the State of
Delaware without regard to its principles of conflict of laws.

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17. 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 take effect upon its adoption by the Board (the
"Effective Date").

18. 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.