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                                                                     Exhibit 4.1

                                 SCANSOFT, INC.

                                 2000 STOCK PLAN

                (As amended and restated as of January 11, 2005)

      1.    Purposes of the Plan. The purposes of this Plan are:

            -     to attract and retain the best available personnel for
                  positions of substantial responsibility,

            -     to provide additional incentive to Employees, Directors and
                  Consultants, and

            -     to promote the success of the Company's business.

            The Plan permits the grant of Incentive Stock Options, Nonstatutory
Stock Options, Stock Purchase Rights, Stock Appreciation Rights, and Restricted
Stock Units.

      2.    Definitions. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
    as shall be administering the Plan, in accordance with Section 4 of the
    Plan.

                  (b) "Affiliated SAR" means an SAR that is granted in
    connection with a related Option, and which automatically will be deemed to
    be exercised at the same time that the related Option is exercised.

                  (c) "Applicable Laws" means the requirements relating to the
    administration of equity-based awards under U. S. state corporate laws, U.S.
    federal and state securities laws, the Code, any stock exchange or quotation
    system on which the Common Stock is listed or quoted and the applicable laws
    of any foreign country or jurisdiction where Awards are, or will be, granted
    under the Plan.

                  (d) "Annual Revenue" means the Company's or a business unit's
    net sales for the Fiscal Year, determined in accordance with generally
    accepted accounting principles; provided, however, that prior to the Fiscal
    Year, the Committee shall determine whether any significant item(s) shall be
    excluded or included from the calculation of Annual Revenue with respect to
    one or more Participants.

                  (e) "Award" means, individually or collectively, a grant under
    the Plan of Options, Stock Purchase Rights, Stock Appreciation Rights, and
    Restricted Stock Units.

                  (f) "Award Agreement" means the written or electronic
    agreement setting forth the terms and provisions applicable to each Award
    granted under the Plan. The Award Agreement is subject to the terms and
    conditions of the Plan.

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

                  (h) "Cash Position" means the Company's level of cash and cash
    equivalents.

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                  (i) "Code" means the Internal Revenue Code of 1986, as
    amended. Any reference to a section of the Code herein will be a reference
    to any successor or amended section of the Code.

                  (j) "Committee" means a committee of Directors appointed by
    the Board in accordance with Section 4 of the Plan.

                  (k) "Common Stock" means the common stock of the Company.

                  (l) "Company" means ScanSoft, Inc. a Delaware corporation.
    With respect to the definitions of the Performance Goals, the Committee may
    determine that "Company" means ScanSoft, Inc. and its consolidated
    subsidiaries.

                  (m) "Consultant" means any person, including an advisor,
    engaged by the Company or a Parent or Subsidiary to render services to such
    entity.

                  (n) "Controllable Profits" means as to any Plan Year, a
    business unit's Annual Revenue minus (a) cost of sales, (b) research,
    development, and engineering expense, (c) marketing and sales expense, (d)
    general and administrative expense, (e) extended receivables expense, and
    (f) shipping requirement deviation expense.

                  (o) "Customer Satisfaction MBOs" means as to any Participant
    for any Plan Year, the objective and measurable individual goals set by a
    "management by objectives" process and approved by the Committee, which
    goals relate to the satisfaction of external or internal customer
    requirements

                  (p) "Director" means a member of the Board.

                  (q) "Disability" means total and permanent disability as
    defined in Section 22(e)(3) of the Code.

                  (r) "Earnings Per Share" means as to any Fiscal Year, the
    Company's or a business unit's Net Income, divided by a weighted average
    number of common shares outstanding and dilutive common equivalent shares
    deemed outstanding, determined in accordance with generally accepted
    accounting principles.

                  (s) "Employee" means any person, including Officers and
    Directors, employed by the Company or any Parent or Subsidiary of the
    Company. Neither service as a Director nor payment of a director's fee by
    the Company shall be sufficient to constitute "employment" by the Company.

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

                  (u) "Fair Market Value" means, as of any date, the value of
    Common Stock determined as follows:

                        (i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such

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exchange or system on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

                        (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day on the
day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or

                        (iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

                  (v) "Fiscal Year" means the fiscal year of the Company.

                  (w) "Freestanding SAR" means an SAR that is granted
    independent of any Option.

                  (x) "Incentive Stock Option" means an Option intended to
    qualify as an incentive stock option within the meaning of Section 422 of
    the Code and the regulations promulgated thereunder.

                  (y) "Individual Objectives" means as to a Participant, the
    objective and measurable goals set by a "management by objectives" process
    and approved by the Committee (in its discretion).

                  (z) "Net Income" means as to any Fiscal Year, the income after
    taxes of the Company for the Fiscal Year determined in accordance with
    generally accepted accounting principles, provided that prior to the Fiscal
    Year, the Committee shall determine whether any significant item(s) shall be
    included or excluded from the calculation of Net Income with respect to one
    or more Participants.

                  (aa) "New Orders" means as to any Plan Year, the firm orders
      for a system, product, part, or service that are being recorded for the
      first time as defined in the Company's order Recognition Policy.

                  (bb) "Nonstatutory Stock Option" means an Option that by its
      terms does not qualify or is not intended to qualify as an Incentive Stock
      Option.

                  (cc) "Officer" means a person who is an officer of the Company
      within the meaning of Section 16 of the Exchange Act and the rules and
      regulations promulgated thereunder.

                  (dd) "Operating Cash Flow" means the Company's or a business
      unit's sum of Net Income plus depreciation and amortization less capital
      expenditures plus changes in working capital comprised of accounts
      receivable, inventories, other current assets, trade accounts payable,
      accrued expenses, product warranty, advance payments from customers and
      long-term accrued expenses, determined in accordance with generally
      acceptable accounting principles.

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                  (ee) "Operating Income" means the Company's or a business
      unit's income from operations but excluding any unusual items, determined
      in accordance with generally accepted accounting principles.

                  "Option" means a stock option granted pursuant to the Plan.

                  (gg) "Optionee" means the holder of an outstanding Option or
      Stock Purchase Right granted under the Plan.

                  (hh) "Optioned Stock" means the Shares subject to an Award.

                  (ii) "Parent" means a "parent corporation," whether now or
      hereafter existing, as defined in Section 424(e) of the Code.

                  (jj) "Participant" means the holder of an outstanding Award,
      which shall include an Optionee.

                  (kk) "Performance Goals" means the goal(s) (or combined
      goal(s)) determined by the Committee (in its discretion) to be applicable
      to a Participant with respect to an Award. As determined by the Committee,
      the Performance Goals applicable to an Award may provide for a targeted
      level or levels of achievement using one or more of the following
      measures: (a) Annual Revenue, (b) Cash Position, (c) Controllable Profits,
      (d) Customer Satisfaction MBOs, (e) Earnings Per Share, (f) Individual
      Objectives, (g) Net Income, (h) New Orders, (i) Operating Cash Flow, (j)
      Operating Income, (k) Return on Assets, (l) Return on Equity, (m) Return
      on Sales, and (n) Total Shareholder Return. The Performance Goals may
      differ from Participant to Participant and from Award to Award.

                  (ll) "Plan" means this 2000 Stock Plan, as amended and
      restated.

                  (mm) "Restricted Stock" means Shares acquired pursuant to a
      grant of Stock Purchase Rights under Section 9 of the Plan or pursuant to
      the early exercise of an Option.

                  (nn) "Restricted Stock Purchase Agreement" means a written
      agreement between the Company and the Participant evidencing the terms and
      restrictions applying to stock purchased under a Stock Purchase Right. The
      Restricted Stock Purchase Agreement is subject to the terms and conditions
      of the Plan and the Notice of Grant.

                  (oo) "Restricted Stock Unit" means an Award granted to a
      Participant pursuant to Section 11.

                  (pp) "Return on Assets" means the percentage equal to the
      Company's or a business unit's Operating Income before incentive
      compensation, divided by average net Company or business unit, as
      applicable, assets, determined in accordance with generally accepted
      accounting principles.

                  (qq) "Return on Equity" means the percentage equal to the
      Company's Net Income divided by average stockholder's equity, determined
      in accordance with generally accepted accounting principles.

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                  (rr) "Return on Sales" means the percentage equal to the
      Company's or a business unit's Operating Income before incentive
      compensation, divided by the Company's or the business unit's, as
      applicable, revenue, determined in accordance with generally accepted
      accounting principles.

                  (ss) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
      successor to Rule 16b-3, as in effect when discretion is being exercised
      with respect to the Plan.

                  (tt) "Section 16(b)" means Section 16(b) of the Exchange Act.

                  (uu) "Service Provider" means an Employee, Director or
      Consultant.

                  (vv) "Share" means a share of the Common Stock, as adjusted in
      accordance with Section 14 of the Plan.

                  (ww) "Stock Appreciation Right" or "SAR" means an Award,
      granted alone or in connection with an Option, that pursuant to Section 10
      is designated as an SAR.

                  (xx) "Stock Purchase Right" means the right to purchase Shares
      pursuant to Section 9 of the Plan.

                  (yy) "Subsidiary" means a "subsidiary corporation", whether
      now or hereafter existing, as defined in Section 424(f) of the Code.

                  (zz) "Tandem SAR" means an SAR that is granted in connection
      with a related Option, the exercise of which will require forfeiture of
      the right to purchase an equal number of Shares under the related Option
      (and when a Share is purchased under the Option, the SAR will be canceled
      to the same extent).

                  (aaa) "Total Shareholder Return" means the total return
(change in share price plus reinvestment of any dividends) of a Share.

      3. Stock Subject to the Plan. Subject to the provisions of Section 14 of
the Plan, the maximum aggregate number of Shares that may be issued under the
Plan is 11,750,000 Shares (the "Plan Maximum"). In no event shall more than
3,500,000 Shares be issued from the Plan pursuant to Awards of Stock Purchase
Rights and Restricted Stock Units; provided, that Shares awarded pursuant to
Awards of Stock Purchase Rights and Restricted Stock Units that are returned to
the Plan as a result of forfeiture or repurchase shall not count against this
limitation. Any Shares subject to Options or Stock Appreciation Rights shall be
counted against the numerical limits of the Plan Maximum as one Share for every
Share subject thereto. Any Shares subject to Stock Purchase Rights or Restricted
Stock Units shall be counted against the numerical limits of the Plan Maximum as
1.33 Shares for every one Share subject thereto and any Shares returned to the
Plan as a result of the expiration, termination or cancellation of Stock
Purchase Rights or Restricted Stock Units shall be counted as 1.33 Shares for
every one Share returned to or deemed not issued from the Plan pursuant to this
Section 3. Shares shall not be deemed to have been issued pursuant to the Plan
with respect to any portion of an Award that is settled in cash. Upon payment in
Shares pursuant to the exercise or settlement of an Award, the number of Shares
available for issuance under the Plan shall be reduced only by the number of
Shares actually issued in such payment. If a Participant pays the exercise price
(or purchase price, if applicable) of an Award or pays the applicable
withholding taxes related to the Award through

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the tender of Shares subject to the Award, the number of Shares so tendered
shall again be available for issuance pursuant to future Awards under the Plan.
The Shares may be authorized, but unissued, or reacquired Common Stock.

If any outstanding Award expires or is terminated or canceled without having
been exercised or settled in full, or if Shares acquired pursuant to an Award
subject to forfeiture or repurchase are forfeited or repurchased by the Company,
the Shares allocable to the terminated portion of such Award or such forfeited
or repurchased Shares shall again be available for issuance under the Plan.

      4. Administration of the Plan.

            (a) Procedure.

                  (i) Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may administer the Plan.

                  (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code. For purposes of
qualifying grants of Awards as "performance-based compensation" under Section
162(m) of the Code, the Committee, in its discretion, may set restrictions based
upon the achievement of Performance Goals. The Performance Goals shall be set by
the Committee on or before the latest date permissible to enable the Awards to
qualify as "performance-based compensation" under Section 162(m) of the Code. In
granting Awards which are intended to qualify under Section 162(m) of the Code,
the Committee shall follow any procedures determined by it from time to time to
be necessary or appropriate to ensure qualification of the Awards under Section
162(m) of the Code (e.g., in determining the Performance Goals).

                  (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

                  (iv) Other Administration. Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.

            (b) Powers of the Administrator. Subject to the provisions of the
    Plan, and in the case of a Committee, subject to the specific duties
    delegated by the Board to such Committee, the Administrator shall have the
    authority, in its discretion:

                  (i) to determine the Fair Market Value;

                  (ii) to select the Service Providers to whom Awards may be
granted hereunder;

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

                  (iv) to approve forms of agreement for use under the Plan;

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                  (v) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Awards may be exercised (which may be based on performance criteria),
any vesting acceleration related solely to reasons of termination, or waiver of
forfeiture restrictions related solely to reasons of termination, and any
restriction or limitation regarding any Award or the Shares relating thereto,
based in each case on such factors as the Administrator, in its sole discretion,
shall determine;

                  (vi) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;

                  (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

                  (viii) to modify or amend each Award (subject to Section 17(c)
of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise
provided for in the Plan;

                  (ix) to allow Participants to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Award that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by a Participant to have
Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable;

                  (x) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Award previously
granted by the Administrator;

                  (xi) to allow a Participant to defer the receipt of payment of
cash or the delivery of Shares that would otherwise be due to such Participant
under an Award; or

                  (xii) to make all other determinations deemed necessary or
advisable for administering the Plan.

                  (xiii) notwithstanding the foregoing or any other provisions
of the plan, the Administrator shall not be allowed to accelerate vesting or
waiver forfeiture restrictions for any reasons except for reasons related to
termination without the approval from the Compensation Committee of the Board of
Directors.




            (c) Effect of Administrator's Decision. The Administrator's
    decisions, determinations and interpretations shall be final and binding on
    all Participants and any other holders of Awards.

      5. Eligibility. Nonstatutory Stock Options, Stock Purchase Rights, Stock
Appreciation Rights, and Restricted Stock Units may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.

      6. Limitations.

            (a) Each Option shall be designated in the Award Agreement as either
    an Incentive Stock Option or a Nonstatutory Stock Option. However,
    notwithstanding such designation, to the extent that the aggregate Fair
    Market Value of the Shares with respect to which Incentive Stock Options are
    exercisable for the first time by the Participant during any calendar year
    (under all plans of the Company and any Parent or Subsidiary) exceeds
    $100,000, such Options shall be treated as Nonstatutory Stock Options. For
    purposes of this Section 6(a),

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    Incentive Stock Options shall be taken into account in the order in which
    they were granted. The Fair Market Value of the Shares shall be determined
    as of the time the Option with respect to such Shares is granted.

            (b) The following limitations shall apply to grants of Options and
    Stock Appreciation Rights:

                  (i) No Service Provider shall be granted, in any Fiscal Year,
Options or Stock Appreciation Rights covering more than 750,000 Shares.

                  (ii) In connection with his or her initial service, a Service
Provider may be granted Options or Stock Appreciation Rights covering up to an
additional 750,000 Shares, which shall not count against the limit set forth in
subsection (i) above.

                  (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                  (iv) If an Option or Stock Appreciation Right is cancelled in
the same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 14), the cancelled Option or
Stock Appreciation Right will be counted against the limits set forth in
subsections (i) and (ii) above. For this purpose, if the exercise price of an
Option or Stock Appreciation Right is reduced, the transaction will be treated
as a cancellation of the Option or Stock Appreciation Right and the grant of a
new Option or Stock Appreciation Right.

            (c) The exercise price of any Option or SAR outstanding or to be
    granted in the future under the Plan shall not be reduced or cancelled and
    re-granted at a lower exercise price (including pursuant to any "6 month and
    1 day" cancellation and re-grant scheme), regardless of whether or not the
    Shares subject to the cancelled Options or SARs are put back into the
    available pool for grant. In addition, the Administrator shall not replace
    underwater Options or SARs with restricted stock in an exchange, buy-back or
    other scheme. Moreover, the Administrator shall not replace any Options or
    SARs with new options or stock appreciation rights having a lower exercise
    price or accelerated vesting schedule in an exchange, buy-back or other
    scheme.

      7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 17 of the Plan.

      8. Stock Options

            (a) Term of Option. The term of each Option shall be stated in the
    Award Agreement, but in no event shall the term of an Option be more than
    seven (7) years from the date of grant. Moreover, in the case of an
    Incentive Stock Option granted to a Participant who, at the time the
    Incentive Stock Option is granted, owns stock representing more than ten
    percent (10%) of the total combined voting power of all classes of stock of
    the Company or any Parent or Subsidiary, the term of the Incentive Stock
    Option shall be five (5) years from the date of grant or such shorter term
    as may be provided in the Award Agreement.

            (b) Option Exercise Price and Consideration.

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                  (i) Exercise Price. The per Share exercise price for the
Shares to be issued pursuant to the exercise of an Option shall be no less than
100% of the Fair Market Value per Share on the date of grant. In the case of an
Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                  (ii) Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions that must be satisfied before
the Option may be exercised.

                  (iii) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

                        (1) cash;

                        (2) check;

                        (3) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Participant for more
than six months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;

                        (4) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan;

                        (5) a reduction in the amount of any Company liability
to the Participant, including any liability attributable to the Participant's
participation in any Company-sponsored deferred compensation program or
arrangement;

                        (6) any combination of the foregoing methods of payment;
or

                        (7) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws.

            (c) Exercise of Option.

                  (i) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Award Agreement. An Option may not be exercised for a
fraction of a Share.

                        a) An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in such form as the
Administrator may specify from time to time) from the person entitled to
exercise the Option, and (ii) full

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payment for the Shares with respect to which the Option is exercised (together
with any applicable withholding taxes). Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the Plan.

                        b) Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (ii) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option shall remain
exercisable for three (3) months following the Participant's termination. If, on
the date of termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (iii) Disability of Participant. If a Participant ceases to be
a Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, on the date of termination, the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                  (iv) Death of Participant. If a Participant dies while a
Service Provider, the Option may be exercised following the Participant's death
within such period of time as is specified in the Award Agreement (but in no
event may the Option be exercised later than the expiration of the term of such
Option as set forth in the Award Agreement), by the Participant's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Award Agreement, the Option shall remain
exercisable for twelve (12) months following the Participant's termination. If,
at the time of death, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. The Option may be exercised by the executor or

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administrator of the Participant's estate or, if none, by the person(s) entitled
to exercise the Option under the Participant's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                  (v) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Participant at the time that such offer is made.

      9. STOCK PURCHASE RIGHTS.

            (a) Rights to Purchase. Stock Purchase Rights may be issued either
    alone, in addition to, or in tandem with other Awards granted under the Plan
    and/or cash awards made outside of the Plan. After the Administrator
    determines that it will offer Stock Purchase Rights under the Plan, it shall
    advise the offeree in writing or electronically, of the terms, conditions
    and restrictions related to the offer, including the number of Shares that
    the offeree shall be entitled to purchase (subject to the limits set forth
    in Section 3), the price to be paid, and the time within which the offeree
    must accept such offer. The offer shall be accepted by execution of a
    Restricted Stock Purchase Agreement in the form determined by the
    Administrator. The following limitations shall apply to grants of Stock
    Purchase Rights:

                  (i) No Service Provider shall be granted, in any Fiscal Year,
Stock Purchase Rights covering more than 500,000 Shares.

                  (ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                  (iii) If a Stock Purchase Right is cancelled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 14), the cancelled Stock Purchase Right
will be counted against the limit set forth in subsection (i) above.

            (b) Repurchase Option. Unless the Administrator determines
    otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
    repurchase option exercisable upon the voluntary or involuntary termination
    of the purchaser's service with the Company for any reason (including death
    or Disability). The purchase price for Shares repurchased pursuant to the
    Restricted Stock Purchase Agreement shall be the original price paid by the
    purchaser and may be paid by cancellation of any indebtedness of the
    purchaser to the Company. The repurchase option shall lapse at a rate
    determined by the Administrator.

            (c) Other Provisions. The Restricted Stock Purchase Agreement shall
    contain such other terms, provisions and conditions not inconsistent with
    the Plan as may be determined by the Administrator in its sole discretion.

            (d) Rights as a Stockholder. Once the Stock Purchase Right is
    exercised, the purchaser shall have the rights equivalent to those of a
    stockholder, and shall be a stockholder when his or her purchase is entered
    upon the records of the duly authorized transfer agent of the Company. No
    adjustment will be made for a dividend or other right for which the record
    date is prior to the date the Stock Purchase Right is exercised, except as
    provided in Section 14 of the Plan.

<PAGE>

      10. STOCK APPRECIATION RIGHTS

            (a) Grant of SARs. Subject to the terms and conditions of the Plan,
    an SAR may be granted to Service Providers at any time and from time to time
    as will be determined by the Administrator, in its sole discretion. The
    Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or
    any combination thereof.

            (b) Number of Shares. The Administrator will have complete
    discretion to determine the number of SARs granted to any Service Provider.

            (c) Exercise Price and Other Terms. The Administrator, subject to
    the provisions of the Plan, will determine the terms and conditions of SARs
    granted under the Plan; provided, that, the exercise price of an SAR is at
    least 100% of the Fair Market Value of the Shares subject to the SAR;
    provided, further, the exercise price of Tandem or Affiliated SARs will
    equal the exercise price of the related Option.

            (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or
    part of the Shares subject to the related Option upon the surrender of the
    right to exercise the equivalent portion of the related Option. A Tandem SAR
    may be exercised only with respect to the Shares for which its related
    Option is then exercisable. With respect to a Tandem SAR granted in
    connection with an Incentive Stock Option: (i) the Tandem SAR will expire no
    later than the expiration of the underlying Incentive Stock Option; (ii) the
    value of the payout with respect to the Tandem SAR will be for no more than
    one hundred percent (100%) of the difference between the exercise price of
    the underlying Incentive Stock Option and the Fair Market Value of the
    Shares subject to the underlying Incentive Stock Option at the time the
    Tandem SAR is exercised; and (iii) the Tandem SAR will be exercisable only
    when the Fair Market Value of the Shares subject to the Incentive Stock
    Option exceeds the Exercise Price of the Incentive Stock Option.

            (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to
    be exercised upon the exercise of the related Option. The deemed exercise of
    an Affiliated SAR will not necessitate a reduction in the number of Shares
    subject to the related Option.

            (f) Exercise of Freestanding SARs. Freestanding SARs will be
    exercisable on such terms and conditions as the Administrator, in its sole
    discretion, will determine.

            (g) SAR Agreement. Each SAR grant will be evidenced by an Award
    Agreement that will specify the exercise price, the term of the SAR, the
    conditions of exercise, and such other terms and conditions as the
    Administrator, in its sole discretion, will determine.

            (h) Expiration of SARs. An SAR granted under the Plan will expire
    upon the date determined by the Administrator, in its sole discretion, and
    set forth in the Award Agreement. Notwithstanding the foregoing, the rules
    of Section 8(c) also will apply to SARs.

            (i) Payment of SAR Amount. Upon exercise of an SAR, a Participant
    will be entitled to receive payment from the Company in an amount determined
    by multiplying:

                  (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times

<PAGE>

                  (ii) The number of Shares with respect to which the SAR is
exercised. At the discretion of the Administrator, the payment upon SAR exercise
may be in cash, in Shares of equivalent value, or in some combination thereof.

      11. RESTRICTED STOCK UNITS.

            (a) Grant of Restricted Stock Units. Restricted Stock Units may be
    granted to Service Providers at any time and from time to time, as will be
    determined by the Administrator, in its sole discretion. The Administrator
    will have complete discretion in determining the number of Restricted Stock
    Units granted to each Participant, subject to the limits set forth in
    Section 3 of the Plan. The following limitations shall apply to grants of
    Restricted Stock Units:

                  (i) No Service Provider shall be granted, in any Fiscal Year,
Restricted Stock Units covering more than 500,000 Shares.

                  (ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                  (iii) If a Restricted Stock Unit is cancelled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 14), the cancelled Restricted Stock Unit
will be counted against the limit set forth in subsection (i) above.

            (b) Value of Restricted Stock Units. Each Restricted Stock Unit will
    have an initial value that is established by the Administrator on or before
    the date of grant.

            (c) Performance Objectives and Other Terms. The Administrator will
    set performance objectives or other vesting provisions (including, without
    limitation, continued status as a Service Provider) in its discretion which,
    depending on the extent to which they are met, will determine the number or
    value of Restricted Stock Units that will be paid out to the Service
    Providers. The time period during which the performance objectives or other
    vesting provisions must be met will be called the "Performance Period." Each
    award of Restricted Stock Units will be evidenced by an Award Agreement that
    will specify the Performance Period, and such other terms and conditions as
    the Administrator, in its sole discretion, will determine. The Administrator
    may set performance objectives based upon the achievement of Company-wide,
    divisional, or individual goals, applicable federal or state securities
    laws, or any other basis determined by the Administrator in its discretion.

            (d) Earning of Restricted Stock Units. After the applicable
    Performance Period has ended, the holder of Restricted Stock Units will be
    entitled to receive a payout of the number of Restricted Stock Units earned
    by the Participant over the Performance Period, to be determined as a
    function of the extent to which the corresponding performance objectives or
    other vesting provisions have been achieved. After the grant of a Restricted
    Stock Units, the Administrator, in its sole discretion, may reduce or waive
    any performance objectives or other vesting provisions for such Restricted
    Stock Unit.

            (e) Form and Timing of Payment of Restricted Stock Units. Payment of
    earned Restricted Stock Units will be made as soon as practicable after the
    expiration of the applicable Performance Period. The Administrator, in its
    sole discretion, may pay earned Restricted Stock Units in the form of cash,
    in Shares (which have an aggregate Fair Market

<PAGE>

    Value equal to the value of the earned Restricted Stock Units at the close
    of the applicable Performance Period) or in a combination thereof.

            (f) Cancellation of Restricted Stock Units. On the date set forth in
    the Award Agreement, all unearned or unvested Restricted Stock Units will be
    forfeited to the Company, and again will be available for grant under the
    Plan.

      12. Leaves of Absence. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of
absence. A Service Provider will not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three months following the 91st day of such
leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

      13. Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award shall contain such additional terms and conditions as
the Administrator deems appropriate.

      14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
    stockholders of the Company, the number and class of Shares that may be
    delivered under the Plan and/or the number, class, and price of Shares
    covered by each outstanding Award, and the numerical Share limits in
    Sections 3, 6, 9 and 11 of the Plan, shall be proportionately adjusted for
    any increase or decrease in the number of issued Shares resulting from a
    stock split, reverse stock split, stock dividend, combination or
    reclassification of the Shares, or any other increase or decrease in the
    number of issued Shares effected without receipt of consideration by the
    Company; provided, however, that conversion of any convertible securities of
    the Company shall not be deemed to have been "effected without receipt of
    consideration." Such adjustment shall be made by the Board, whose
    determination in that respect shall be final, binding and conclusive. Except
    as expressly provided herein, no issuance by the Company of shares of stock
    of any class, or securities convertible into shares of stock of any class,
    shall affect, and no adjustment by reason thereof shall be made with respect
    to, the number or price of Shares subject to an Award.

            (b) Dissolution or Liquidation. In the event of the proposed
    dissolution or liquidation of the Company, the Administrator shall notify
    each Participant as soon as practicable prior to the effective date of such
    proposed transaction. The Administrator in its discretion may provide for a
    Participant to have the right to exercise his or her Award until ten (10)
    days prior to such transaction as to all of the Optioned Stock covered
    thereby, including Shares as to which the Award would not otherwise be
    exercisable. In addition, the Administrator may provide that any Company
    repurchase option applicable to any Shares purchased upon exercise of an
    Award shall lapse as to all such Shares, provided the proposed dissolution
    or liquidation takes place at the time and in the manner contemplated. To
    the extent

<PAGE>

    it has not been previously exercised, an Award will terminate immediately
    prior to the consummation of such proposed action.

            (c) Merger or Asset Sale. In the event of a merger of the Company
    with or into another corporation, or the sale of substantially all of the
    assets of the Company, each outstanding Award shall be assumed or an
    equivalent option or right substituted by the successor corporation or a
    Parent or Subsidiary of the successor corporation. In the event that the
    successor corporation refuses to assume or substitute for the Award, the
    Participant will fully vest in and have the right to exercise all of his or
    her outstanding Options and Stock Appreciation Rights, including Shares as
    to which such Awards would not otherwise be vested or exercisable, all
    restrictions on Restricted Stock will lapse, and, with respect to Restricted
    Stock Units, all Performance Goals or other vesting criteria will be deemed
    achieved at target levels and all other terms and conditions met. In
    addition, if an Option or Stock Appreciation Right becomes fully vested and
    exercisable in lieu of assumption or substitution in the event of a merger
    or sale of assets, the Administrator will notify the Participant in writing
    or electronically that the Option or Stock Appreciation Right will be fully
    vested and exercisable for a period of 15 days from the date of such notice,
    and the Option or Stock Appreciation Right will terminate upon the
    expiration of such period.

                  For the purposes of this paragraph, the Award shall be
considered assumed if, following the merger or sale of assets, the Award confers
the right to purchase or receive, for each Share subject to the Award
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) or, in the case of a Stock
Appreciation Right upon the exercise of which the Administrator determines to
pay cash or a Restricted Stock Unit which the Administrator can determine to pay
in cash, the fair market value of the consideration received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each
Share subject to such Award (or in the case of Restricted Stock Units, the
number of implied shares determined by dividing the value of the Restricted
Stock Units by the per Share consideration received by holders of Common Stock
in the merger or sale of assets), to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per Share
consideration received by holders of Common Stock in the merger or sale of
assets.

                  Notwithstanding anything in this Section 14(c) to the
contrary, an Award that vests, is earned or paid-out upon the satisfaction of
one or more Performance Goals will not be considered assumed if the Company or
its successor modifies any of such Performance Goals without the Participant's
consent; provided, however, a modification to such Performance Goals only to
reflect the successor corporation's corporate structure post-merger or post-sale
of assets will not be deemed to invalidate an otherwise valid Award assumption.

<PAGE>

      15. No Effect on Employment or Service. Neither the Plan nor any Award
will confer upon a Participant any right with respect to continuing the
Participant's relationship as a Service Provider with the Company, nor will they
interfere in any way with the Participant's right or the Company's right to
terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.

      16. Date of Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Participant within a
reasonable time after the date of such grant.

      17. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
    alter, suspend or terminate the Plan.

            (b) Stockholder Approval. The Company shall obtain stockholder
    approval of any Plan amendment to the extent necessary and desirable to
    comply with Applicable Laws.

            (c) Effect of Amendment or Termination. No amendment, alteration,
    suspension or termination of the Plan shall impair the rights of any
    Participant, unless mutually agreed otherwise between the Participant and
    the Administrator, which agreement must be in writing and signed by the
    Participant and the Company. Termination of the Plan shall not affect the
    Administrator's ability to exercise the powers granted to it hereunder with
    respect to Awards granted under the Plan prior to the date of such
    termination.

      18. CONDITIONS UPON ISSUANCE OF SHARES.

            (a) Legal Compliance. Shares shall not be issued pursuant to the
    exercise of an Award unless the exercise of such Award and the issuance and
    delivery of such Shares shall comply with Applicable Laws and shall be
    further subject to the approval of counsel for the Company with respect to
    such compliance.

            (b) Investment Representations. As a condition to the exercise of an
    Award, the Company may require the person exercising such Award to represent
    and warrant at the time of any such exercise that the Shares are being
    purchased only for investment and without any present intention to sell or
    distribute such Shares if, in the opinion of counsel for the Company, such a
    representation is required.

      19. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

      20. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.