Exhibit 10.74

Exhibit 10.74

EXODUS COMMUNICATIONS, INC.

1999 STOCK OPTION PLAN



Adopted January 26, 1999
As Amended through January 24, 2000



1.	PURPOSE.  The purpose of this Plan is
to provide incentives to attract, retain and motivate eligible persons whose
present and potential contributions are important to the success of the Company,
its Parent and Subsidiaries, by offering them an opportunity to participate in
the Company's future performance through awards of Options.  Capitalized terms
not defined in the text are defined in Section 21, if they are not otherwise
defined in other sections of this Plan.



2.	SHARES SUBJECT TO THE PLAN.



2.1	Number of Shares Available.
Subject to Sections 2.2 and 16, the total number of Shares reserved and
available for grant and issuance pursuant to this Plan will be 24,000,000
Shares.  Subject to Sections 2.2 and 16, Shares that are subject to:
(a) issuance upon exercise of an Option but cease to be subject to such
Option for any reason other than exercise of such Option; and (b) an Option
granted hereunder but are forfeited or are repurchased by the Company at the
original issue price because the Shares are Unvested Shares at the time of the
Participant's Termination, will again be available for grant and issuance in
connection with future Options under this Plan.  At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Options granted under this Plan.



2.2	Adjustment of Shares.  If the
number of outstanding shares is changed by a stock dividend, recapitalization,
stock split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, and (b) the
Exercise Prices of and number of Shares subject to outstanding Options, will be
proportionately adjusted, subject to any required action by the Board or the
stockholders of the Company and compliance with applicable securities laws;
provided, that fractions of a Share will not be issued but will either be
paid in cash at the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee; and
provided, further, that the Exercise Price of any Option may not be decreased to
below the par value of the Shares.



3.	ELIGIBILITY.  Options may be granted
to employees, officers, consultants, independent contractors and advisors of the
Company or any Parent or Subsidiary of the Company; provided such
consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction.  A person may be granted more than one Option under this Plan.
Options awarded to Insiders or other individuals who are officers of the Company
may not exceed in the aggregate forty percent (40%) of all Shares that are
reserved for grant under this Plan and employees who are not officers of the
Company, or any Parent or Subsidiary of the Company must receive at least sixty
percent (60%) of all Shares that are reserved for grant under this Plan.



4.	ADMINISTRATION.



4.1	Committee Authority.  This Plan
will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the
direction of the Board, the Committee will have full power to implement and
carry out this Plan.  Without limitation, the Committee will have the authority
to:



(a)	construe and interpret this Plan, any Stock Option
Agreement and any other agreement or document executed pursuant to this Plan;



(b)	prescribe, amend and rescind rules and regulations
relating to this Plan or any Option;



(c)	select persons to receive Options;



(d)	determine the form and terms of Options;



(e)	determine the number of Shares subject to
Options;



(f)	determine whether Options will be granted singly,
in combination with, in tandem with, in replacement of, or as alternatives to,
other Options under this Plan or any other incentive or compensation plan of the
Company or any Parent or Subsidiary of the Company;



(g)	grant waivers of Plan or Option conditions;



(h)	determine the vesting, exercisability and payment
of Options;



(i)	correct any defect, supply any omission or
reconcile any inconsistency in this Plan, any Option or any Stock Option
Agreement;



(j)	determine whether an Option has been earned;
and



(k)	make all other determinations necessary or
advisable for the administration of this Plan.



4.2	Committee Discretion.  Any
determination made by the Committee with respect to any Option will be made in
its sole discretion at the time of grant of the Option or, unless in
contravention of any express term of this Plan or Option, at any later time, and
such determination will be final and binding on the Company and on all persons
having an interest in any Option under this Plan.  The Committee may delegate to
one or more officers of the Company the authority to grant an Option under this
Plan to Participants who are not Insiders.



5.	OPTIONS.  Only nonqualified stock
options that do not qualify as incentive stock options within the meaning of
Code Section 422(b) may be granted under this Plan.  The Committee may grant
Options to eligible persons and will determine (i) the number of Shares subject
to the Option, (ii) the Exercise Price of the Option, (iii) the period during
which the Option may be exercised, and (iv) all other terms and conditions of
the Option, subject to the following:



5.1	Form of Option Grant.
Each Option granted under this Plan will be evidenced by a Stock Option
Agreement.  The Stock Option Agreement will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.



5.2	Date of Grant.  The date of
grant of an Option will be the date on which the Committee makes the
determination to grant the Option, unless a later date is otherwise specified by
the Committee.  The Stock Option Agreement and a copy of this Plan will be
delivered to the Participant within a reasonable time after the Option is
granted.



5.3	Exercise Period and Expiration
Date.  Options will be exercisable within the times or upon the occurrence
of events determined by the Committee as set forth in the Stock Option Agreement
governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted.   The Committee also may provide for Options to become exercisable at
one time or from time to time, periodically or otherwise, in such number of
Shares or percentage of Shares as the Committee determines.



5.4	Exercise Price.  The Exercise
Price of an Option will be determined by the Committee when the Option is
granted and may not be less than Fair Market Value of the Shares on the date of
grant.  Payment for the Shares purchased must be made in accordance with Section
6 of this Plan.



5.5	Method of Exercise.  Options
may be exercised only by delivery to the Company of a written stock option
exercise agreement  (the "Exercise Agreement") in a form
approved by the Committee (which need not be the same for each Participant),
stating the number of Shares being purchased, the restrictions imposed on the
Shares purchased under such Exercise Agreement, if any, and such representations
and agreements regarding Participant's investment intent and access to
information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws, together with payment in full
of the Exercise Price for the number of Shares being purchased.



5.6	Termination.  Notwithstanding the
exercise periods set forth in the Stock Option Agreement, exercise of an Option
will always be subject to the following:



(a)	If the Participant is Terminated for any reason
except death or Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been exercisable upon
the Termination Date no later than three (3) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, but in any event, no later than the expiration date
of the Options.



(b)	If the Participant is Terminated because of
Participant's death or Disability (or the Participant dies within three (3)
months after a Termination other than for Cause or because of Participant's
Disability), then Participant's Options may be exercised only to the extent that
such Options would have been exercisable by Participant on the Termination Date
and must be exercised by Participant (or Participant's legal representative or
authorized assignee) no later than twelve (12) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee) but in any event no later than the expiration date
of the Options.

(c)	Notwithstanding the provisions in paragraph 5.6(a)
above, if a Participant is terminated for Cause, neither the Participant, the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Participant may receive payment from the Company or any Parent or Subsidiary of
the Company for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits.  In making such determination, the Board
shall give the Participant an opportunity to present to the Board evidence on
his behalf.  For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Participant that his service is terminated.

5.7	Limitations on Exercise.  The
Committee may specify a reasonable minimum number of Shares that may be
purchased on any exercise of an Option, provided that the minimum number will
not prevent a Participant from exercising the Option for the full number of
Shares for which it is then exercisable.



5.8	Modification, Extension or Rene
wal.  The Committee may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor, provided that any
such action may not, without the written consent of a Participant, impair any of
such Participant's rights under any Option previously granted.  The Committee
may reduce the Exercise Price of outstanding Options without the consent of
Participants affected by a written notice to them; provided,
however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price;
and provided, further, that the Exercise Price shall not be reduced below the
par value of the Shares.



6.	PAYMENT FOR SHARE PURCHASES.



6.1	Payment.  Payment for Shares purchased
on exercise of an Option may be made in cash (by check) or, where expressly
approved for the Participant by the Committee and where permitted by law:



(a)	by cancellation of indebtedness of the Company to
the Participant;



(b)	by surrender of shares that either:  (1) have been
owned by Participant for more than six (6) months and have been paid for within
the meaning of SEC Rule 144 (and, if such shares were purchased from the Company
by use of a promissory note, such note has been fully paid with respect to such
shares); or (2) were obtained by Participant in the public market;



(c)	by tender of a full recourse promissory note
having such terms as may be approved by the Committee and bearing interest at a
rate sufficient to avoid imputation of income under Sections 483 and 1274 of the
Code; provided, however, that a Participant who is not an employee
of the Company may not purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares; and provided, further,
that the portion of the Exercise Price equal to the par value of the Shares must
be paid in cash;



(d)	by waiver of compensation due or accrued to the
Participant for services rendered;



(e)	provided that a public market for the Company's
stock exists:



(1)	through a "same day sale" commitment from the
Participant and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to
the Company; or



(2)	through a "margin" commitment from the
Participant and a NASD Dealer whereby the Participant irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise Price directly to the Company; or



(f)	by any combination of the foregoing.



6.2	Loan Guarantees.  The Committee
may help the Participant pay for Shares purchased under this Plan by authorizing
a guarantee by the Company of a third-party loan to the Participant.



7.	WITHHOLDING TAXES.



7.1	Withholding Generally.  Whenever
Shares are to be issued on exercise of Options granted under this Plan, the
Company may require the Participant to remit to the Company an amount sufficient
to satisfy federal, state and local withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares.  If a payment in
satisfaction of an Option is to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.



7.2	Stock Withholding.  When, under
applicable tax laws, a Participant incurs tax liability in connection with the
exercise or vesting of any Option that is subject to tax withholding and the
Participant is obligated to pay the Company the amount required to be withheld,
the Committee may in its sole discretion allow the Participant to satisfy the
minimum withholding tax obligation by electing to have the Company withhold from
the Shares to be issued that number of Shares having a Fair Market Value equal
to the minimum amount required to be withheld, 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 will be made in accordance
with the requirements established by the Committee and be in writing in a form
acceptable to the Committee



8.	PRIVILEGES OF STOCK OWNERSHIP
.



8.1	Voting and Dividends.  No
Participant will have any of the rights of a stockholder with respect to any
Shares until the Shares are issued to the Participant.  After Shares are issued
to the Participant, the Participant will be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares; provided, however, that if the Shares are Unvested Shares, any new,
additional or different securities the Participant may become entitled to
receive with respect to the Shares by virtue of a stock dividend, stock split or
any other change in the corporate or capital structure of the Company will be
subject to the same restrictions as the Unvested Shares; provided, further that
the Participant will have no right to retain such dividends or distributions
with respect to Shares that are repurchased at the Participant's original
Exercise Price pursuant to Section 10.



8.2	Financial Statements.  The Company
will provide financial statements to each Participant prior to such
Participant's purchase of Shares under this Plan, and to each Participant
annually during the period such Participant has Options outstanding;
provided, however, that the Company will not be required to
provide such financial statements to Participants whose services in connection
with the Company assure them access to equivalent information.



9.	TRANSFERABILITY.  Options granted
under this Plan, and any interest therein, will not be transferable or
assignable by Participant, and may not be made subject to execution, attachment
or similar process, otherwise than by will or by the laws of descent and
distribution or as determined by the Committee and set forth in the Stock Option
Agreement.  During the lifetime of the Participant an Option will be exercisable
only by the Participant, and any elections with respect to the Option may be
made only by the Participant unless otherwise determined by the Committee and
set forth in the Stock Option Agreement.



10.	RESTRICTIONS ON SHARES.
At the discretion of the Committee, the Company may reserve to itself and/or its
assignee(s) in the Stock Option Agreement a right to repurchase at the
Participant's Exercise Price a portion of or all Unvested Shares held by a
Participant following such Participant's Termination at any time within ninety
(90) days after the later of Participant's Termination Date and the date
Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness.



11.	CERTIFICATES.  All certificates for
Shares or other securities delivered under this Plan will be subject to such
stock transfer orders, legends and other restrictions as the Committee may deem
necessary or advisable, including restrictions under any applicable federal,
state or foreign securities law, or any rules, regulations and other
requirements of the SEC or any stock exchange or automated quotation system upon
which the Shares may be listed or quoted.



12.	ESCROW; PLEDGE OF SHARES.  To
enforce
any restrictions on a Participant's Shares, the Committee may
require the Participant to deposit all certificates representing the Shares,
together with stock powers or other instruments of transfer approved by the
Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.  Any Participant who is permitted
to execute a promissory note as partial or full consideration for the purchase
of Shares under this Plan will be required to pledge and deposit with the
Company all or part of the Shares so purchased as collateral to secure the
payment of Participant's obligation to the Company under the promissory note;
provided, however, that the Committee may require or accept other
or additional forms of collateral to secure the payment of such obligation and,
in any event, the Company will have full recourse against the Participant under
the promissory note notwithstanding any pledge of the Participant's Shares or
other collateral.  In connection with any pledge of the Shares, Participant will
be required to execute and deliver a written pledge agreement in such form as
the Committee will from time to time approve.  The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.



13.	EXCHANGE AND BUYOUT OF OPTIONS.
The Committee may, at any time or from time to time, authorize the
Company, with the consent of the respective Participants, to issue new Options
in exchange for the surrender and cancellation of any or all outstanding
Options.  The Committee may at any time buy from a Participant an Option
previously granted with payment in cash, Shares or other consideration, based on
such terms and conditions as the Committee and the Participant may agree.



14.	SECURITIES LAW AND OTHER REGULATORY 
COMPLIANCE.  An Option will not be effective unless such
Option is in compliance with all applicable federal and state securities laws,
rules and regulations of any governmental body, and the requirements of any
stock exchange or automated quotation system upon which the Shares may then be
listed or quoted, as they are in effect on the date of grant of the Option and
also on the date of exercise or other issuance.  Notwithstanding any other
provision in this Plan, the Company will have no obligation to issue or deliver
certificates for Shares under this Plan prior to:  (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or
advisable; and/or (b) completion of any registration or other qualification of
such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable.  The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.



15.	NO OBLIGATION TO EMPLOY.
Nothing in this Plan or any Option granted under this Plan will confer or be
deemed to confer on any Participant any right to continue in the employ of, or
to continue any other relationship with, the Company or any Parent or Subsidiary
of the Company or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Participant's employment or other
relationship at any time, with or without cause.



16.	CORPORATE TRANSACTIONS.



16.1	Assumption or Replacement of 
Options by Successor.  In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the Options
granted under this Plan are assumed, converted or replaced by the successor
corporation, which assumption will be binding on all Participants), (c) a merger
in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other
equity interest in the Company, (d) the sale of substantially all of the assets
of the Company, or (e) the acquisition, sale, or transfer of more than 50% of
the outstanding shares of the Company by tender offer or similar transaction,
any or all outstanding Options may be assumed, converted or replaced by the
successor corporation (if any), which assumption, conversion or replacement will
be binding on all Participants.  In the alternative, the successor corporation
may substitute equivalent Options or provide substantially similar consideration
to Participants as was provided to stockholders (after taking into account the
existing provisions of the Options).  The successor corporation may also issue,
in place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant.  In the event such successor
corporation (if any) refuses to assume or substitute Options, as provided above,
pursuant to a transaction described in this Subsection 16.1, such Options will
expire on such transaction at such time and on such conditions as the Committee
will determine; provided, however, that the Committee may, in its
sole discretion, provide that the vesting of any or all Options granted pursuant
to this Plan will accelerate.  If the Committee exercises such discretion with
respect to Options, such Options will become exercisable in full prior to the
consummation of such event at such time and on such conditions as the Committee
determines, and if such Options are not exercised prior to the consummation of
the corporate transaction, they shall terminate at such time as determined by
the Committee.



16.2	Other Treatment of Options.  Subject
to any greater rights granted to Participants under the foregoing
provisions of this Section 16, in the event of the occurrence of any transaction
described in Section 16.1, any outstanding Options will be treated as provided
in the applicable agreement or plan of merger, consolidation, dissolution,
liquidation, or sale of assets.



16.3	Assumption of Options by 
the Company.  The Company, from time to time, also may substitute or
assume outstanding options granted by another company, whether in connection
with an acquisition of such other company or otherwise, by either; (a) granting
an Option under this Plan in substitution of such other company's option; or (b)
assuming such option as if it had been granted under this Plan if the terms of
such assumed option could be applied to an Option granted under this Plan.  Such
substitution or assumption will be permissible if the holder of the substituted
or assumed option would have been eligible to be granted an Option under this
Plan if the other company had applied the rules of this Plan to such grant.  In
the event the Company assumes an option granted by another company, the terms
and conditions of such Option will remain unchanged (except that the
exercise price and the number and nature of Shares issuable upon exercise of any
such option will be adjusted appropriately pursuant to Section 424(a) of the
Code).  In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price.



17.	ADOPTION.  This Plan will become
effective on the date that it is adopted by the Board (the "Effective
Date").



18.	TERM OF PLAN/GOVERNING
LAW.  Unless earlier terminated as provided herein, this Plan will
terminate ten (10) years from the Effective Date.  This Plan and all agreements
thereunder shall be governed by and construed in accordance with the laws of the
State of California.



19.	AMENDMENT OR TERMINATION OF 
PLAN.  The Board may at any time terminate or amend this Plan in any
respect, including without limitation amendment of any form of Stock Option
Agreement or instrument to be executed pursuant to this Plan.



20.	NONEXCLUSIVITY OF THE PLAN.
Neither the adoption of this Plan by the Board, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board to
adopt such additional compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.



21.	DEFINITIONS.  As used in this Plan,
the following terms will have the following meanings:



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



"Cause" means the commission of an act
of theft, embezzlement, fraud, dishonesty or a breach of fiduciary duty to the
Company or a Parent or Subsidiary of the Company.



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



"Committee" means the Compensation
Committee of the Board.



"Company" means Exodus Communications,
Inc. or any successor corporation.



"Disability" means a disability,
whether temporary or permanent, partial or total, as determined by the
Committee.



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



"Exercise Price" means the price
at which a holder of an Option may purchase the Shares issuable upon exercise of
the Option.



"Fair Market Value" means, as
of any date, the value of a share of the Company's  Common Stock determined as
follows:



(a)	if such Common Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;



(b)	if such Common Stock is publicly traded and is
then listed on a national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall Street
Journal; or



(c)	if such Common Stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and asked prices on
the date of determination as reported in The Wall Street Journal;



(d)	if none of the foregoing is applicable, by the
Committee in good faith.



"Insider" means an officer or director
of the Company or any other person whose transactions in the Company's Common
Stock are subject to Section 16 of the Exchange Act.



"Option" means an Option of an option
to purchase Shares pursuant to Section 5.



"Parent" means any corporation (other
than the Company) in an unbroken chain of corporations ending with the Company
if each of such corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.



"Participant" means a person who
receives an Option under this Plan.



"Plan" means this Exodus
Communications, Inc. 1999 Stock Option Plan, as amended from time to time.



"SEC" means the Securities and Exchange
Commission.



"Securities Act" means the
Securities Act of 1933, as amended.



"Shares" means shares of the Company's
Common Stock reserved for issuance under this Plan, as adjusted pursuant to
Sections 2 and 16, and any successor security.



"Stock Option Agreement"
means, with respect to each Option, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the
Option.



"Subsidiary" means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.



"Termination" or
"Terminated" means, for purposes of this Plan with respect to a
Participant, that the Participant has for any reason ceased to provide services
as an employee, officer, consultant, independent contractor, or advisor to the
Company or a Parent or Subsidiary of the Company.  An employee will not be
deemed to have ceased to provide services in the case of (i) sick leave,
(ii) military leave, or (iii) any other leave of absence approved by
the Committee, provided, that such leave is for a period of not more than 90
days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute or unless provided otherwise pursuant to formal policy
adopted from time to time by the Company and issued and promulgated to employees
in writing.  In the case of any employee on an approved leave of absence, the
Committee may make such provisions respecting suspension of vesting of the
Option while on leave from the employ of the Company or a Parent or Subsidiary
of the Company as it may deem appropriate, except that in no event may an Option
be exercised after the expiration of the term set forth in the Stock Option
Agreement.  The Committee will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the
"Termination Date").



"Unvested Shares" means "Unvested
Shares" as defined in the Option Agreement.



"Vested Shares" means "Vested Shares"
as defined in the Option Agreement.