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                                                                  Exhibit 10.2



                          HITTITE MICROWAVE CORPORATION

                            2005 STOCK INCENTIVE PLAN



SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The purpose of this Hittite Microwave Corporation 2005 Stock Incentive
Plan (the "Plan") is to encourage and enable officers and employees of, and
other persons providing services to, Hittite Microwave Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company.
It is anticipated that providing such persons with a direct stake in the
Company's welfare will assure a closer identification of their interests with
those of the Company and its shareholders, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "Affiliate" means a parent corporation, if any, and each subsidiary
corporation of the Company, as those terms are defined in Section 424 of the
Code.

         "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights. Awards shall be evidenced by a written
agreement (which may be in electronic form and may be electronically
acknowledged and accepted by the recipient) containing such terms and conditions
not inconsistent with the provisions of this Plan as the Committee shall
determine.

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

         "Cause" shall mean, with respect to any Award holder, a determination
by the Company (including the Board) or any Affiliate that the Holder's
employment or other relationship with the Company or any such Affiliate should
be terminated as a result of (i) a material breach by the Award holder of any
agreement to which the Award holder and the Company (or any such Affiliate) are
parties, (ii) any act (other than retirement) or omission to act by the Award
holder that may have a material and adverse effect on the business of the
Company, such Affiliate or any other Affiliate or on the Award holder's ability
to perform services for the Company or any such Affiliate, including, without
limitation, the proven or admitted commission of any crime (other than an
ordinary traffic violation), or (iii) any material misconduct or material
neglect of duties by the Award holder in connection with the business or affairs
of the Company or any such Affiliate.

         "Change of Control" shall have the meaning set forth in Section 15.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.


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         "Committee" shall have the meaning set forth in Section 2.

         "Disability" means disability as set forth in Section 22(e)(3) of the
Code.

         "Effective Date" means the date on which the Plan is approved by the
Board of Directors as set forth in Section 17.

         "Eligible Person" shall have the meaning set forth in Section 4.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fair Market Value" on any given date means the closing price per share
of the Stock on such date as reported by such registered national securities
exchange on which the Stock is listed, or, if the Stock is not listed on such an
exchange, as quoted on NASDAQ; provided, that, if there is no trading on such
date, Fair Market Value shall be deemed to be the closing price per share on the
last preceding date on which the Stock was traded. If the Stock is not listed on
any registered national securities exchange or quoted on NASDAQ, the Fair Market
Value of the Stock shall be determined in good faith by the Committee.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Employee Director" means any director who: (i) is not currently an
officer of the Company or an Affiliate, or otherwise currently employed by the
Company or an Affiliate, (ii) does not receive compensation, either directly or
indirectly, from the Company or an Affiliate, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does not
possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a
business relationship for which disclosure would be required pursuant to Rule
404(b) of Regulation S-K.

         "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Normal Retirement" means retirement in good standing from active
employment with the Company and its Affiliates in accordance with the retirement
policies of the Company and its Affiliates then in effect.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliated Group Member"), (ii) is
not a former employee of the Company or any Affiliated Group Member who is
receiving compensation for prior services (other than benefits under a
tax-qualified retirement plan) during the Company's or any Affiliated Group
Member's taxable year, (iii) has not been an officer of the Company or any
Affiliated Group Member and


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(iv) does not receive remuneration from the Company or any Affiliated Group
Member, either directly or indirectly, in any capacity other than as a director.
"Outside Director" shall be determined in accordance with Section 162(m) of the
Code and the Treasury regulations issued thereunder.

         "Performance Share Award" means an Award pursuant to Section 8.

         "Restricted Stock Award" means an Award granted pursuant to Section 6.

         "SEC" means the Securities and Exchange Commission or any successor
authority.

         "Stock" means the common stock, $.01 par value per share, of the
Company, subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means an Award granted pursuant to Section
9.

         "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
           AND DETERMINE AWARDS.

         (a) COMMITTEE. It is intended that the Plan shall be administered by
the Compensation Committee of the Board (the "Committee"), consisting of not
less than two (2) persons each of whom qualifies as an Outside Director and a
Non-Employee Director, but the authority and validity of any act taken or not
taken by the Committee shall not be affected if any person administering the
Plan is not an Outside Director or a Non-Employee Director. Except as
specifically reserved to the Board under the terms of the Plan, and subject to
any limitations set forth in the charter of the Committee, the Committee shall
have full and final authority to operate, manage and administer the Plan on
behalf of the Company.

         (b) POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:

                  (i) to select the persons to whom Awards may from time to time
         be granted;

                  (ii) to determine the time or times of grant, and the extent,
         if any, of Incentive Stock Options, Non-Statutory Stock Options,
         Restricted Stock, Unrestricted Stock, Performance Shares and Stock
         Appreciation Rights, or any combination of the foregoing, granted to
         any one or more participants;

                  (iii) to determine the number of shares to be covered by any
         Award;

                  (iv) to determine and modify the terms and conditions,
         including restrictions, not inconsistent with the terms of the Plan, of
         any Award, which terms and conditions may differ among individual
         Awards and participants, and to approve the form of written instruments
         evidencing the Awards; provided, however, that no such action shall
         adversely affect rights under any outstanding Award without the
         participant's consent;


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                  (v) to accelerate the exercisability or vesting of all or any
         portion of any Award;

                  (vi) to extend the period in which any outstanding Stock
         Option or Stock Appreciation Right may be exercised; and

                  (vii) to adopt, alter and repeal such rules, guidelines and
         practices for administration of the Plan and for its own acts and
         proceedings as it shall deem advisable; to interpret the terms and
         provisions of the Plan and any Award (including related written
         instruments); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants. No member or former
member of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to this Plan.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

         (a) SHARES ISSUABLE. The maximum number of shares of Stock which may be
issued in respect of Awards (including Stock Appreciation Rights) granted under
the Plan, subject to adjustment upon changes in capitalization of the Company as
provided in this Section 3, shall be 2,250,000 shares, which number shall
increase on each of the first five (5) anniversaries of the Effective Date of
this Plan by an amount equal to: (i) 250,000 shares or (ii) or such lesser
number of shares, including zero, as may be determined by the Board on or before
the occurrence of any such anniversary. Notwithstanding the foregoing, the
maximum cumulative number of shares of Stock with respect to which Awards may be
granted under the Plan is [ ] shares, subject to adjustment upon changes in
capitalization of the Company as provided in this Section 3. For purposes of
this limitation, the shares of Stock underlying any Awards which are forfeited,
cancelled, reacquired by the Company or otherwise terminated (other than by
exercise), shares that are tendered in payment of the exercise price of any
Award and shares that are tendered or withheld for tax withholding obligations
shall be added back to the shares of Stock with respect to which Awards may be
granted under the Plan. Shares issued under the Plan may be authorized but
unissued shares or shares reacquired by the Company.

         (b) LIMITATION ON AWARDS. In no event may any Plan participant be
granted Awards (including Stock Appreciation Rights) with respect to more than
250,000 shares of Stock in any calendar year. The number of shares of Stock
relating to an Award granted to a Plan participant in a calendar year that is
subsequently forfeited, cancelled or otherwise terminated shall continue to
count toward the foregoing limitation in such calendar year. In addition, if the
exercise price of an Award is subsequently reduced, the transaction shall be
deemed a cancellation of the original Award and the grant of a new one so that
both transactions shall count toward the maximum shares issuable in the calendar
year of each respective transaction.

         (c) STOCK DIVIDENDS, MERGERS, ETC. In the event that after approval of
the Plan by the stockholders of the Company in accordance with Section 17, the
Company effects a stock


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dividend, stock split or similar change in capitalization affecting the Stock,
the Committee shall make appropriate adjustments in (i) the number and kind of
shares of stock or securities with respect to which Awards may thereafter be
granted (including without limitation the limitations set forth in Sections 3(a)
and (b) above), (ii) the number and kind of shares remaining subject to
outstanding Awards, and (iii) the option or purchase price in respect of such
shares. In the event of any merger, consolidation, dissolution or liquidation of
the Company, the Committee in its sole discretion may, as to any outstanding
Awards, make such substitution or adjustment in the aggregate number of shares
reserved for issuance under the Plan and in the number and purchase price (if
any) of shares subject to such Awards as it may determine and as may be
permitted by the terms of such transaction, or accelerate, amend or terminate
such Awards upon such terms and conditions as it shall provide (which, in the
case of the termination of the vested portion of any Award, shall require
payment or other consideration which the Committee deems equitable in the
circumstances), subject, however, to the provisions of Section 15.

         (d) SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or an Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or an Affiliate or the acquisition by the Company or an Affiliate of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

SECTION 4. ELIGIBILITY.

         Awards may be granted to officers, directors and employees of, and
consultants and advisers to, the Company or its Affiliates ("Eligible Persons").

SECTION 5. STOCK OPTIONS.

         The Committee may grant to Eligible Persons options to purchase stock.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the date of adoption of the Plan by the Board.


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         The Committee in its discretion may determine the effective date of
Stock Options, provided, however, that grants of Incentive Stock Options shall
be made only to persons who are, on the effective date of the grant, employees
of the Company or an Affiliate. Stock Options granted pursuant to this Section 5
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable.

         (a) EXERCISE PRICE. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant but shall be not less than one hundred percent
(100%) of Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than ten percent (10%) of the combined voting power of
all classes of stock of the Company or any subsidiary or parent corporation and
an Incentive Stock Option is granted to such employee, the option price shall be
not less than one hundred ten percent (110%) of Fair Market Value on the date of
grant.

         (b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten (10)
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five (5)
years from the date of grant.

         (c) EXERCISABILITY; RIGHTS OF A SHAREHOLDER. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee. The Committee may at any time accelerate
the exercisability of all or any portion of any Stock Option. An optionee shall
have the rights of a shareholder only as to shares acquired upon the exercise of
a Stock Option and not as to unexercised Stock Options.

         (d) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
delivery of cash or bank check or other instrument acceptable to the Committee
in an amount equal to the exercise price of such Options, or, to the extent
provided in the applicable Option Agreement, by one or more of the following
methods:

                  (i) by delivery to the Company of shares of Common Stock of
         the Company having a fair market value equal in amount to the aggregate
         exercise price of the Options being exercised; or

                  (ii) a personal recourse note issued by the optionee to the
         Company in a principal amount equal to such aggregate exercise price
         and with such other terms, including interest rate and maturity, as the
         Company may determine in its discretion; PROVIDED, HOWEVER, that the
         interest rate borne by such note shall not be less than the lowest
         applicable federal rate, as defined in Section 1274(d) of the Code; or


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                  (iii) if the class of Common Stock is registered under the
         Securities Exchange Act of 1934 at such time, by delivery to the
         Company of a properly executed exercise notice along with irrevocable
         instructions to a broker to deliver promptly to the Company cash or a
         check payable and acceptable to the Company for the purchase price;
         provided that in the event that the optionee chooses to pay the
         purchase price as so provided, the optionee and the broker shall comply
         with such procedures and enter into such agreements of indemnity and
         other agreements as the Committee shall prescribe as a condition of
         such payment procedure (including, in the case of an optionee who is an
         executive officer of the Company, such procedures and agreements as the
         Committee deems appropriate in order to avoid any extension of credit
         in the form of a personal loan to such officer). The Company need not
         act upon such exercise notice until the Company receives full payment
         of the exercise price; or

                  (iv) by reducing the number of Option shares otherwise
         issuable to the optionee upon exercise of the Option by a number of
         shares of Common Stock having a fair market value equal to such
         aggregate exercise price of the Options being exercised; or

                  (v) by any combination of such methods of payment.

         The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon
receipt from the Optionee (or a purchaser acting in his stead in accordance with
the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable law.

         (e) NON-TRANSFERABILITY OF OPTIONS. Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee.

         (f) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with respect
to which Incentive Stock Options granted under this Plan and any other plan of
the Company or its Affiliates become exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.

SECTION 6. RESTRICTED STOCK AWARDS.

         (a) NATURE OF RESTRICTED STOCK AWARD. The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for such purchase price, if any, as may be determined by
the Committee, shares of Stock subject to such restrictions and conditions as
the Committee may determine at the time of grant ("Restricted Stock"), including
continued employment and/or achievement of pre-established performance goals and
objectives.

         (b) ACCEPTANCE OF AWARD. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company of the specified purchase price, if any, of the


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shares covered by the Award and by executing and delivering to the Company a
written instrument that sets forth the terms and conditions applicable to the
Restricted Stock in such form as the Committee shall determine.

         (c) RIGHTS AS A SHAREHOLDER. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

         (d) RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Affiliates for any reason (including death, Disability, Normal
Retirement and for Cause), any shares of Restricted Stock which have not then
vested shall automatically be forfeited to the Company.

         (e) VESTING OF RESTRICTED STOCK. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
forfeiture shall lapse. Subsequent to such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the
shares on which all restrictions have lapsed shall no longer be Restricted Stock
and shall be deemed "vested." The Committee at any time may accelerate such date
or dates and otherwise waive or, subject to Section 13, amend any conditions of
the Award.

         (f) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock..

         (g) AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS. Restricted Stock Awards
shall automatically be granted to all Non-Employee Directors as follows:

                  (i) Each Non-Employee Director joining the Board after the
         effective date of the registration statement for the Company's initial
         public offering of the Stock (the "IPO Effective Date") shall be
         granted, on the later to occur of such Non-Employee Director's date of
         election to the Board or the IPO Effective Date, a Restricted Stock
         Award of that number of shares Stock as is equal to $20,000 divided by
         the Fair Market Value of the Stock on the date of the award;

                  (ii) Following the IPO Effective Date, each Non-Employee
         Director continuing in office after any annual meeting of stockholders
         of the Company shall be granted, immediately following the conclusion
         of such meeting:

                           (A) a Restricted Stock Award of that number of shares
                  of Stock as is equal to $20,000 divided by the Fair Market
                  Value of the Stock on the date of the award; and


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                           (B) if such Non-Employee Director is the chairperson
                  of any committee of the Board, an additional Restricted Stock
                  Award of that number of shares of Stock as is equal to $5,000
                  divided by the Fair Market Value of the Stock on the date of
                  the award; and

                  (iii) Each Restricted Stock Award granted pursuant to this
         paragraph (g) shall provide for vesting over a five-year period, with
         one-third of the shares vesting on the third anniversary of the date of
         the award and the balance of the shares vesting on the fifth
         anniversary of the date of the award, and shall provide that the Stock
         subject to the award may not be sold or otherwise transferred prior to
         the fifth anniversary of the date of the award.

SECTION 7. UNRESTRICTED STOCK AWARDS.

         (a) GRANT OR SALE OF UNRESTRICTED STOCK. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other
valid consideration.

         (b) RESTRICTIONS ON TRANSFERS. The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.

SECTION 8. PERFORMANCE SHARE AWARDS.

         A Performance Share Award is an award entitling the recipient to
acquire shares of Stock upon the attainment of specified performance goals. The
Committee may make Performance Share Awards independent of or in connection with
the granting of any other Award under the Plan. Performance Share Awards may be
granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award (which may include, without
limitation, continued employment by the recipient or a specified achievement by
the recipient, the Company or any business unit of the Company), the periods
during which performance is to be measured, and all other limitations and
conditions applicable to the Award or the Stock issuable thereunder. Upon the
attainment of the specified performance goal shares of Stock shall be issued
pursuant to the Performance Share Award as soon as practicable thereafter, but
in no event later than two and one-half months after the calendar year in which
such performance goal is attained.

SECTION 9. STOCK APPRECIATION RIGHTS.

         The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person. A Stock Appreciation Right shall entitle the participant
upon exercise thereof to receive from the Company, upon written request to the
Company at its principal offices (the "Request"), a number of shares of Stock
having an aggregate Fair Market Value equal to the product of (a) the excess of
Fair Market Value, on the date of such Request, over the exercise price per
share of Stock specified in such Stock Appreciation Right (which exercise price
shall be not less than one hundred percent (100%) of Fair Market Value on the
date of grant), multiplied by (b) the number of shares of Stock for which such
Stock Appreciation Right shall be exercised. Notwithstanding


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the foregoing, any Stock Appreciation Right may be granted hereunder only so
long as the shares of Stock of the Company subject to the Stock Appreciation
Right are traded on an established securities market.

SECTION 10. TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

         (a) INCENTIVE STOCK OPTIONS:

                  (i) TERMINATION BY DEATH. If any participant's employment by
         the Company and its Affiliates terminates by reason of death, any
         Incentive Stock Option owned by such participant may thereafter be
         exercised to the extent exercisable at the date of death, by the legal
         representative or legatee of the participant, for a period of one
         hundred eighty (180) days (or such longer period as the Committee shall
         specify at any time) from the date of death, or until the expiration of
         the stated term of the Incentive Stock Option, if earlier.

                  (ii) TERMINATION BY REASON OF DISABILITY OR NORMAL RETIREMENT.

                           (A) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Affiliates has
                  terminated by reason of Disability may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of ninety (90) days (or such
                  longer period as the Committee shall specify at any time) from
                  the date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (B) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Affiliates has
                  terminated by reason of Normal Retirement may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of ninety (90) days (or such
                  longer period as the Committee shall specify at any time) from
                  the date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (C) The Committee shall have sole authority and
                  discretion to determine whether a participant's employment has
                  been terminated by reason of Disability or Normal Retirement.

                  (iii) TERMINATION FOR CAUSE. If any participant's employment
         by the Company and its Affiliates has been terminated for Cause, as
         determined by the Committee in its sole discretion, any Incentive Stock
         Option held by such participant shall immediately terminate and be of
         no further force and effect.

                  (iv) OTHER TERMINATION. Unless otherwise determined by the
         Committee, if a participant's employment by the Company and its
         Affiliates terminates for any reason other than death, Disability,
         Normal Retirement or for Cause, any Incentive Stock Option held by such
         participant may thereafter be exercised, to the extent it was
         exercisable on the date of termination of employment, for thirty (30)
         days (or such other period as the Committee shall specify) from the
         date of termination of employment or until the expiration of the stated
         term of the Option, if earlier.


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         (b) NON-STATUTORY STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. Any
Non-Statutory Stock Option or Stock Appreciation Right granted under the Plan
shall contain such terms and conditions with respect to its termination as the
Committee, in its discretion, may from time to time determine.

SECTION 11. TAX WITHHOLDING AND NOTICE.

         (a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Affiliates shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

         (b) PAYMENT IN SHARES. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such Award, or (ii) delivering to the
Company a number of shares of Stock with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount
due.

         (c) NOTICE OF DISQUALIFYING DISPOSITION. Each holder of an Incentive
Option shall agree to notify the Company in writing immediately after making a
disqualifying disposition (as defined in Section 421(b) of the Code) of any
Stock purchased upon exercise of an Incentive Stock Option.

SECTION 12. TRANSFER AND LEAVE OF ABSENCE.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from an Affiliate or
from the Company to an Affiliate, or from one Affiliate to another;

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing; provided, that the vesting date or dates of
any unvested Award held by such employee shall automatically be extended by a
period of time equal to the period of such approved leave of absence.

SECTION 13. AMENDMENTS AND TERMINATION.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award for the purpose
of satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding


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Award without the holder's consent. Notwithstanding the foregoing, neither the
Board nor the Committee shall have the power or authority to decrease the
exercise price of any outstanding Stock Option or Stock Appreciation Right,
whether through amendment, cancellation and regrant, exchange or any other
means, except for changes made pursuant to Section 3(c).

         This Plan shall terminate as of the tenth anniversary of its effective
date. The Board may terminate this Plan at any earlier time for any reason. No
Award may be granted after the Plan has been terminated. No Award granted while
this Plan is in effect shall be altered or impaired by termination of this Plan,
except upon the consent of the holder of such Award. The power of the Committee
to construe and interpret this Plan and the Awards granted prior to the
termination of this Plan shall continue after such termination.

SECTION 14. STATUS OF PLAN.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 15. CHANGE OF CONTROL PROVISIONS.

         (a) Upon the occurrence of a Change of Control as defined in this
Section 15:

                  (i) subject to the provisions of clause (iii) below, after the
         effective date of such Change of Control, each holder of an outstanding
         Stock Option, Restricted Stock Award, Performance Share Award or Stock
         Appreciation Right shall be entitled, upon exercise of such Award, to
         receive, in lieu of shares of Stock (or consideration based upon the
         Fair Market Value of Stock), shares of such stock or other securities,
         cash or property (or consideration based upon shares of such stock or
         other securities, cash or property) as the holders of shares of Stock
         received in connection with the Change of Control;

                  (ii) the Committee may accelerate, fully or in part, the time
         for exercise of, and waive any or all conditions and restrictions on,
         each unexercised and unexpired Stock Option, Restricted Stock Award,
         Performance Share Award and Stock Appreciation Right, effective upon a
         date prior or subsequent to the effective date of such Change of
         Control, as specified by the Committee; or

                  (iii) each outstanding Stock Option, Restricted Stock Award,
         Performance Share Award and Stock Appreciation Right may be cancelled
         by the Committee as of the effective date of any such Change of Control
         provided that (x) prior written notice of such cancellation shall be
         given to each holder of such an Award and (y) each holder of such an
         Award shall have the right to exercise such Award to the extent that
         the same is then exercisable or, in full, if the Committee shall have
         accelerated the time for exercise of all such unexercised


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         and unexpired Awards, during the thirty (30) day period preceding the
         effective date of such Change of Control.

         (b) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) any "person" (as such term is used in Sections 13(d) and
         14(d)(2) of the Exchange Act) becomes, after the Effective Date of this
         Plan, a "beneficial owner" (as such term is defined in Rule 13d-3
         promulgated under the Exchange Act) (other than the Company, any
         trustee or other fiduciary holding securities under an employee benefit
         plan of the Company, or any corporation owned, directly or indirectly,
         by the stockholders of the Company in substantially the same
         proportions as their ownership of stock of the Company), directly or
         indirectly, of securities of the Company representing fifty percent
         (50%) or more of the combined voting power of the Company's then
         outstanding securities; or

                  (ii) the stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation or other
         entity, other than a merger or consolidation which would result in 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
         fifty percent (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

                  (iii) 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 of the Company's
         assets.

SECTION 16. GENERAL PROVISIONS.

         (a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

         (b) DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The


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adoption of the Plan or any Award under the Plan does not confer upon any
employee any right to continued employment with the Company or any Affiliate.

         (d) LOCK-UP AGREEMENT. By accepting any Award, the recipient shall be
deemed to have agreed that, if so requested by the Company or by the
underwriters managing any underwritten offering of the Company's securities, the
recipient will not, without the prior written consent of the Company or such
underwriters, as the case may be, sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any shares subject to any
such Award during the Lock-up Period, as defined below. The "Lock-Up Period"
shall mean a period of time not exceeding 180 days or, if greater, such number
of days as shall have been agreed to by each director and executive officer of
the Company in connection with such offering in a substantially similar lock-up
agreement by which each such director and executive officer is bound. If
requested by the Company or such underwriters, the recipient shall enter into an
agreement with such underwriters consistent with the foregoing.

SECTION 17. EFFECTIVE DATE OF PLAN.

         This Plan shall become effective upon its adoption by the Company's
Board of Directors. If the Plan shall not be approved by the shareholders of the
Company within twelve months following its adoption, this Plan shall terminate
and be of no further force or effect.

SECTION 18. GOVERNING LAW.

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to
its principles of conflicts of laws.


                                      * * *


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