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                                                                    EXHIBIT 10.1

                            AKAMAI TECHNOLOGIES, INC.

                            2006 STOCK INCENTIVE PLAN

1.       Purpose

         The purpose of this 2006 Stock Incentive Plan (the "Plan") of Akamai
Technologies, Inc., a Delaware corporation (the "Company" or "Akamai"), is to
advance the interests of the Company's stockholders by enhancing the Company's
ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with equity
ownership opportunities and performance-based incentives that are intended to
align their interests with those of the Company's stockholders. Except where the
context otherwise requires, the term "Company" shall include any of the
Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").

2.       Eligibility

         Except as otherwise provided in Section 5(b), all of the Company's
employees, officers, directors, consultants and advisors are eligible to receive
options, stock appreciation rights, restricted stock, restricted stock units and
other stock-based awards (each, an "Award") under the Plan. Each person who
receives an Award under the Plan is deemed a "Participant".

3.       Administration and Delegation

         (a)      Administration by Board of Directors. The Plan will be
administered by the Board. Subject to and consistent with the provisions of the
Plan, the Board shall have the authority and discretion to: (i) determine which
eligible employees, officers, directors, consultants and advisors will receive
Awards, (ii) determine the number of shares of Common Stock (as hereinafter
defined), cash, or other consideration to be covered by each Award, (iii)
determine the terms and conditions of any Award (including Fair Market Value (as
hereinafter defined), the exercise price, the vesting schedule, the term of the
Award, and the period following termination from employment or service during
which an Award may be exercised), (iv) approve forms of Award agreements and
other documentation for use under the Plan, (v) adopt, alter, and repeal
administrative rules, guidelines, and practices governing the operation of the
Plan, (vi) interpret the provisions of the Plan and any Award documentation and
remedy any ambiguities, omissions, or inconsistencies therein, (vii) modify or
amend Awards, or grant waivers of Plan or Award conditions, (viii) determine the
nature and provisions of Other Stock Unit Awards (as hereinafter defined)
permitted pursuant to Section 8, and (ix) make all other determinations
necessary or advisable for the administration of the Plan. All decisions by the
Board shall be made in the Board's sole discretion and shall be final and
binding on all persons having or claiming any interest in the Plan or in any
Award. No director or person acting pursuant to the authority delegated by the
Board shall be liable for any action or determination relating to or under the
Plan made in good faith.

         (b)      Appointment of Committees. To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a "Committee"). All
references in the Plan to the "Board" shall mean the Board or a Committee of the
Board or the officers referred to in Section 3(c) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
officers. Notwithstanding the foregoing, for purposes of granting Awards to
directors, the Committee shall mean the Compensation Committee.


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         (c)      Delegation to Officers. To the extent permitted by applicable
law, the Board may delegate to one or more officers of the Company the power to
grant Awards to employees or officers of the Company or any of its present or
future subsidiary corporations and to exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the terms of the
Awards to be granted by such officers (including the exercise price of such
Awards, which may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that the officers
may grant; provided further, however, that no officer shall be authorized to
grant Awards to any "executive officer" of the Company (as defined by Rule 3b-7
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or
to any "officer" of the Company (as defined by Rule 16a-1 under the Exchange
Act).

4.       Stock Available for Awards

         (a)      Number of Shares. Subject to adjustment under Section 9,
Awards may be made under the Plan for up to 7,500,000 shares of common stock,
$0.01 par value per share, of the Company (the "Common Stock"). Subject to
adjustment under Section 9, up to 7,500,000 shares of Common Stock may be issued
upon exercise of Incentive Stock Options (as hereinafter defined) granted under
the Plan. If any Award granted under this Plan or any stock award granted under
the Company's Second Amended and Restated 1998 Stock Incentive Plan (the "1998
Plan") expires or is terminated, surrendered or canceled without having been
fully exercised, is forfeited in whole or in part, is settled in cash or
otherwise, or results in any Common Stock not being issued, the unused Common
Stock covered by such Award or any award issued under the 1998 Plan shall revert
or again be available for the grant of Awards under the Plan. Notwithstanding
any other provision in this Section 4(a), any shares not issued or delivered as
a result of the net settlement of any outstanding Stock Appreciation Right, any
shares tendered in payment of an Option's exercise price (whether by attestation
or actual delivery), any shares tendered or withheld to satisfy a tax
withholding on an Award, and any shares repurchased by the Company using Option
proceeds shall not revert or again be available for the grant of Awards under
the Plan. In the case of Incentive Stock Options (as hereinafter defined), the
foregoing provisions shall be subject to any limitations under the Code. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares, treasury shares or shares purchased on the open market.

         (b)      Sub-limits. Subject to adjustment under Section 9, the
following sub-limits on the number of shares subject to Awards shall apply:

                  (1)      Section 162(m) Per-Participant Limit. The maximum
number of shares of Common Stock with respect to which Awards may be granted to
any Participant under the Plan shall be 1,000,000 per calendar year. For
purposes of the foregoing limit, the combination of an Option in tandem with an
SAR (as each is hereafter defined) shall be treated as a single Award. The
per-Participant limit described in this Section 4(b)(1) shall be construed and
applied consistently with Section 162(m) of the Code or any successor provision
thereto, and the regulations thereunder ("Section 162(m)").

                  (2)      Limit on Awards other than Options and SARS. The
maximum number of shares with respect to which Awards other than Options and
SARs may be granted shall be 90% of the total number of shares available for
issuance under the Plan.

                  (3)      Limit on Awards to Directors. The maximum aggregate
number of shares with respect to which Awards may be granted to directors who
are not employees of the Company at the time of grant shall be 10% of the total
number of shares available for issuance under the Plan.

         (c)      Substitute Awards. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of
property or stock of an entity, the Board may grant Awards in substitution for
any options or other stock or stock-based awards granted by such entity or an




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affiliate thereof. Substitute Awards may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on
Awards contained in the Plan. Substitute Awards shall not count against the
overall share limit set forth in Section 4(a), except as may be required by
reason of Section 422 and related provisions of the Code.

5.       Stock Options

         (a)      General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

         (b)      Incentive Stock Options. An Option that the Board intends to
be an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option") shall only be granted to employees of Akamai, any of
Akamai's present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Code, and any other entities the employees of
which are eligible to receive Incentive Stock Options under the Code, and shall
be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. If the Fair Market Value (as defined below) of shares
on the date of grant with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000, the Options for the first $100,000 worth of shares to become
exercisable in that calendar year will be Incentive Stock Options, and the
Options for the shares with a Fair Market Value (as defined below) in excess of
$100,000 that become exercisable in that calendar year will be Nonstatutory
Stock Options. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) that is intended to be an
Incentive Stock Option is not an Incentive Stock Option or for any action taken
by the Board, including without limitation the conversion of an Incentive Stock
Option to a Nonstatutory Stock Option.

         (c)      Exercise Price. The Board shall establish the exercise price
of each Option and specify such exercise price in the applicable option
agreement; provided however, that the exercise price shall not be less than 100%
of the Fair Market Value (as defined below) on the date the Option is granted.

         (d)      No Repricing of Options. Notwithstanding anything to the
contrary in the Plan, the Company shall not engage in any repricing of Options
or SARs granted under this Plan without further stockholder approval. For this
purpose, the term "repricing" shall mean any of the following or other action
that has the same effect: (i) lowering the exercise price of an Option or a SAR
after it is granted, (ii) any other action that is treated as a repricing under
generally accepted accounting principles, or (iii) canceling an Option or a SAR
at a time when its exercise price exceeds the fair market value of the
underlying stock in exchange for another Option, SAR, Restricted Stock, or other
equity of the Company, unless the cancellation and exchange occurs in connection
with a merger, acquisition, spin-off, or similar corporate transaction
(including any adjustment described in Section 9).

         (e)      Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided however, that no Option will be granted
for a term in excess of 7 years.

         (f)      Exercise of Option. Options may be exercised by delivery to
the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(g) for the number of
shares for which the Option is exercised. Shares of Common Stock subject to the
Option will be delivered by the Company following exercise either as soon as
practicable or, subject to such conditions as the Board



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shall specify, on a deferred basis (with the Company's obligation to be
evidenced by an instrument providing for future delivery of the deferred shares
at the time or times specified by the Board).

         (g)      Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:

                  (1)      in cash or by check, payable to the order of the
Company;

                  (2)      except as may otherwise be provided in the applicable
option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required
tax withholding;

                  (3)      to the extent provided for in the applicable option
agreement or approved by the Board, in its sole discretion, by delivery (either
by actual delivery or attestation) of shares of Common Stock owned by the
Participant valued at their fair market value as determined by (or in a manner
approved by) the Board ("Fair Market Value") provided (i) such method of payment
is then permitted under applicable law, (ii) such Common Stock, if acquired
directly from the Company, was owned by the Participant for such minimum period
of time, if any, as may be established by the Board in its discretion and (iii)
such Common Stock is not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements;

                  (4)      to the extent permitted by applicable law and
provided for in the applicable option agreement or approved by the Board in its
sole discretion, by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine;

                  (5)      to the extent permitted by applicable law and
provided for in the applicable option agreement or approved by the Board in its
sole discretion, by retaining shares of Common Stock otherwise issuable pursuant
to the Option;

                  (6)      by any combination of the above permitted forms of
payment.

         (h)      No Reload Rights. No option granted under the Plan shall
contain any provision entitling the grantee to the automatic grant of additional
Options in connection with any exercise of the original Option.

6.       Stock Appreciation Rights.

         (a)      General. The Board may grant Awards consisting of a Stock
Appreciation Right, "SAR", entitling the holder, upon exercise, to receive an
amount in Common Stock determined by reference to appreciation, from and after
the date of grant, in the fair market value of a share of Common Stock. The date
as of which such appreciation or other measure is determined shall be the
exercise date.

         (b)      Grants. Stock Appreciation Rights may be granted in tandem
with, or independently of, Options granted under the Plan.

                  (1)      Tandem Awards. When Stock Appreciation Rights are
expressly granted in tandem with Options, (i) the Stock Appreciation Right will
be exercisable only at such time or times, and to the extent, that the related
Option is exercisable (except to the extent designated by the Board in
connection with an Acquisition Event or Change in Control Event) and will be
exercisable in accordance



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with the procedure required for exercise of the related Option; (ii) the Stock
Appreciation Right will terminate and no longer be exercisable upon the
termination or exercise of the related Option, except to the extent designated
by the Board in connection with an Acquisition Event or Change in Control Event
and except that a Stock Appreciation Right granted with respect to less than the
full number of shares covered by an Option will not be reduced until the number
of shares as to which the related Option has been exercised or has terminated
exceeds the number of shares not covered by the Stock Appreciation Right; (iii)
the Option will terminate and no longer be exercisable upon the exercise of the
related Stock Appreciation Right; and (iv) the Stock Appreciation Right will be
transferable only with the related Option.

                  (2)      Independent SARs. A Stock Appreciation Right not
expressly granted in tandem with an Option will become exercisable at such time
or times, and on such conditions, as the Board may specify in the SAR Award.

         (c)      Grant Price. The grant price or exercise price of a SAR shall
not be less than 100% of the Fair Market Value per share of Common Stock on the
date of grant of the SAR.

         (d)      Term. The term of a SAR shall not be more than 7 years from
the date of grant.

         (e)      Exercise. Stock Appreciation Rights may be exercised by
delivery to the Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic notice) approved by
the Board, together with any other documents required by the Board.

7.       Restricted Stock; Restricted Stock Units Stock; Deferred Stock Units.

         (a)      General. The Board may grant Awards entitling recipients to
acquire shares of Common Stock ("Restricted Stock"), subject to the right of the
Company to repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if issued at no
cost) from the recipient in the event that conditions specified by the Board in
the applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling
the recipient to receive shares of Common Stock to be delivered at the time such
shares of Common Stock vest ("Restricted Stock Units" or "Deferred Stock
Units"). (Restricted Stock, Restricted Stock Units and Deferred Stock Units are
each referred to herein as a "Restricted Stock Award".)

         (b)      Terms and Conditions for all Restricted Stock Awards. The
Board shall determine the terms and conditions of a Restricted Stock Award,
including the conditions for vesting and repurchase (or forfeiture) and the
issue price, if any.

         (c)      Additional Provisions Relating to Restricted Stock.

                  (1)      Dividends. Participants holding shares of Restricted
Stock will be entitled to all ordinary cash dividends paid with respect to such
shares, unless otherwise provided by the Board. If any such dividends or
distributions are paid in shares, or consist of a dividend or distribution to
holders of Common Stock other than an ordinary cash dividend, the shares, cash
or other property will be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which they
were paid. Each dividend payment will be made no later than the end of the
calendar year in which the dividends are paid to shareholders of that class of
stock or, if later, the 15th day of the third month following the date the
dividends are paid to shareholders of that class of stock.

                  (2)      Stock Certificates. The Company may require that any
stock certificates issued in respect of shares of Restricted Stock shall be
deposited in escrow by the Participant, together with a



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stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, "Designated Beneficiary" shall mean the Participant's estate.

         (d)      Additional Provisions Relating to Deferred Stock Units and
Restricted Stock Units.

                  (1)      Settlement. Upon the vesting of and/or lapsing of any
other restrictions (i.e., settlement) with respect to each Restricted Stock Unit
or Deferred Stock Unit, the Participant shall be entitled to receive from the
Company one share of Common Stock or an amount of cash equal to the Fair Market
Value of one share of Common Stock, as provided in the applicable Award
agreement. The Board may, in its discretion, provide that settlement of
Restricted Stock Units and Deferred Stock Units shall be deferred, on a
mandatory basis or at the election of the Participant.

                  (2)      Voting Rights. A Participant shall have no voting
rights with respect to any Restricted Stock Units or Deferred Stock Units.

                  (3)      Dividend Equivalents. To the extent provided by the
Board, in its sole discretion, a grant of Restricted Stock Units or Deferred
Stock Units may provide Participants with the right to receive an amount equal
to any dividends or other distributions declared and paid on an equal number of
outstanding shares of Common Stock ("Dividend Equivalents"). Dividend
Equivalents may be paid currently or credited to an account for the
Participants, may be settled in cash and/or shares of Common Stock and may be
subject to the same restrictions on transfer and forfeitability as the
Restricted Stock Units or Deferred Stock Units with respect to which paid, as
determined by the Board in its sole discretion, subject in each case to such
terms and conditions as the Board shall establish, in each case to be set forth
in the applicable Award agreement. To the extent Dividend Equivalents are paid,
any payments will be made no later than the end of the calendar year in which
the dividends are paid to shareholders of that class of stock or, if later, the
15th day of the third month following the date the dividends are paid to
shareholders of that class of stock.

8.       Other Stock Unit Awards.

         Other Awards of shares of Common Stock, and other Awards that are
valued in whole or in part by reference to, or are otherwise based on, shares of
Common Stock or other property, may be granted hereunder to Participants ("Other
Stock Unit Awards"), including without limitation Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Board shall determine. Subject to the
provisions of the Plan, the Board shall determine the terms and conditions of
each Other Stock Unit Award, including any purchase price applicable thereto.

9.       Adjustments for Changes in Common Stock and Certain Other Events.

         (a)      Changes in Capitalization. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any dividend or distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available
under this Plan, (ii) the sub-limits set forth in Section 4(b), (iii) the number
and class of securities and exercise price per share of each outstanding Option,
(iv) the share- and per-share provisions and the exercise price of each Stock


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Appreciation Right, (v) the number of shares subject to and the repurchase price
per share subject to each outstanding Restricted Stock Award and (vi) the share-
and per-share-related provisions and the purchase price, if any, of each
outstanding Other Stock Unit Award, shall be appropriately adjusted by the
Company (or substituted Awards may be made, if applicable) to the extent
determined by the Board. If this Section 9(a) applies and Section 9(c) also
applies to any event, Section 9(c) shall be applicable to such event, and this
section 9(a) shall not be applicable.

         (b)      Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c)      Acquisition and Change in Control Events

                  (1)      Definitions

                           (a)      An "Acquisition Event" shall mean:

                                    (i)   any merger or consolidation of the
                                          Company with or into another entity as
                                          a result of which the Common Stock is
                                          converted into or exchanged for the
                                          right to receive cash, securities or
                                          other property or is cancelled; or

                                    (ii)  any exchange of shares of Common
                                          Stock of the Company for cash,
                                          securities or other property pursuant
                                          to a statutory share exchange
                                          transaction.

                           (b)      A "Change in Control Event" shall mean:

                                    (i)   any merger or consolidation which
                                          results in the voting securities of
                                          the Company outstanding immediately
                                          prior thereto representing immediately
                                          thereafter (either by remaining
                                          outstanding or by being converted into
                                          voting securities of the surviving or
                                          acquiring entity) less than 50% of the
                                          combined voting power of the voting
                                          securities of the Company or such
                                          surviving or acquiring entity
                                          outstanding immediately after such
                                          merger or consolidation;

                                    (ii)  the acquisition by an individual,
                                          entity or group (within the meaning of
                                          Section 13(d)(3) or 14(d)(2) of the
                                          Exchange Act) (a "Person") of
                                          beneficial ownership of any capital
                                          stock of the Company if, after such
                                          acquisition, such Person beneficially
                                          owns (within the meaning of Rule 13d-3
                                          promulgated under the Exchange Act)
                                          50% or more of either (A) the
                                          then-outstanding shares of Common
                                          Stock of the Company (the "Outstanding
                                          Company Common Stock") or (B) the
                                          combined voting power of the
                                          then-outstanding voting securities of
                                          the Company entitled to vote generally
                                          in the election of directors (the
                                          "Outstanding Company Voting
                                          Securities"); provided, however, that
                                          for



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                                          purposes of this subsection (ii), the
                                          following acquisitions shall not
                                          constitute a Change in Control Event:
                                          (A) any acquisition directly from the
                                          Company, (B) any acquisition by the
                                          Company, (C) any acquisition by any
                                          employee benefit plan (or related
                                          trust) sponsored or maintained by the
                                          Company or any corporation controlled
                                          by the Company, or (D) any acquisition
                                          by any corporation pursuant to a
                                          transaction which results in all or
                                          substantially all of the individuals
                                          and entities who were the beneficial
                                          owners of the Outstanding Company
                                          Common Stock and Outstanding Company
                                          Voting Securities immediately prior to
                                          such transaction beneficially owning,
                                          directly or indirectly, more than 50%
                                          of the then-outstanding shares of
                                          common stock and the combined voting
                                          power of the then-outstanding voting
                                          securities entitled to vote generally
                                          in the election of directors,
                                          respectively, of the resulting or
                                          acquiring corporation in such
                                          transaction (which shall include,
                                          without limitation, a corporation
                                          which as a result of such transaction
                                          owns the Company or substantially all
                                          of the Company's assets either
                                          directly or through one or more
                                          subsidiaries) in substantially the
                                          same proportions as their ownership,
                                          immediately prior to such transaction,
                                          of the Outstanding Company Common
                                          Stock and Outstanding Company Voting
                                          Securities, respectively;

                                    (iii) any sale of all or substantially all
                                          of the assets of the Company; or

                                    (iv)  the complete liquidation of the
                                          Company.

                  (2)      Effect on Options

                           (a)      Acquisition Event. Upon the occurrence of an
Acquisition Event (regardless of whether such event also constitutes a Change in
Control Event), or the execution by the Company of any agreement with respect to
an Acquisition Event (regardless of whether such event will result in a Change
in Control Event), the Board shall provide that all outstanding Options shall be
assumed, or equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof); provided that if such
Acquisition Event also constitutes a Change in Control Event, except to the
extent specifically provided to the contrary in the instrument evidencing any
Option or any other agreement between a Participant and the Company, such
assumed or substituted options shall be immediately exercisable in full upon the
occurrence of such Acquisition Event. For purposes hereof, an Option shall be
considered to be assumed if, following consummation of the Acquisition Event,
the Option confers the right to purchase, for each share of Common Stock subject
to the Option immediately prior to the consummation of the Acquisition Event,
the consideration (whether cash, securities or other property) received as a
result of the Acquisition Event by holders of Common Stock for each share of
Common Stock held immediately prior to the consummation of the Acquisition Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Acquisition Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding shares of Common Stock as a result of the Acquisition
Event.



                                      -8-
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                           Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to the
extent exercised by the Participants before the consummation of such Acquisition
Event; provided, however, in the event of an Acquisition Event under the terms
of which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of
such Options.

                           (b)      Change in Control Event that is not an
Acquisition Event. Upon the occurrence of a Change in Control Event that does
not also constitute an Acquisition Event, except to the extent specifically
provided to the contrary in the instrument evidencing any Option or any other
agreement between a Participant and the Company, all Options then-outstanding
shall automatically become immediately exercisable in full.

                  (3)      Effect on Restricted Stock Awards

                           (a)      Acquisition Event that is not a Change in
Control Event. Upon the occurrence of an Acquisition Event that is not a Change
in Control Event, the repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of the Company's
successor and shall apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such Acquisition
Event in the same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.

                           (b)      Change in Control Event. Upon the occurrence
of a Change in Control Event (regardless of whether such event also constitutes
an Acquisition Event), except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other
agreement between a Participant and the Company, all restrictions and conditions
on all Restricted Stock Awards then-outstanding shall automatically be deemed
terminated or satisfied.

                  (4)      Effect on Other Awards

                           (a)      Acquisition Event that is not a Change in
Control Event. The Board may specify at the time of grant the effect of an
Acquisition Event that is not a Change in Control Event on any SAR and Other
Stock Unit Award granted under the Plan at the time of the grant of such Award.

                           (b)      Change in Control Event. Upon the occurrence
of a Change in Control Event (regardless of whether such event also constitutes
an Acquisition Event), except to the extent specifically provided to the
contrary in the instrument evidencing any SAR or Other Stock Unit Award or any
other agreement between a Participant and the Company, all other Awards shall
become exercisable, realizable or vested in full, or shall be free of all
conditions or restrictions, as applicable to each such Award.

10.      General Provisions Applicable to Awards

         (a)      Transferability of Awards. Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law,



                                      -9-
<PAGE>

except by will or the laws of descent and distribution or, other than in the
case of an Incentive Stock Option, pursuant to a qualified domestic relations
order, and, during the life of the Participant, shall be exercisable only by the
Participant; provided, however, that the Board may permit or provide in an Award
for the gratuitous transfer of the Award by the Participant to or for the
benefit of any immediate family member, family trust or other entity established
for the benefit of the Participant and/or an immediate family member thereof if,
with respect to such proposed transferee, the Company would be eligible to use a
Form S-8 for the registration of the sale of the Common Stock subject to such
Award under the Securities Act of 1933, as amended, provided that Incentive
Stock Options may be transferable only to the extent permitted by the Code;
provided, further, that the Company shall not be required to recognize any such
transfer until such time as the Participant and such permitted transferee shall,
as a condition to such transfer, deliver to the Company a written instrument in
form and substance satisfactory to the Company confirming that such transferee
shall be bound by all of the terms and conditions of the Award. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

         (b)      Documentation. Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine. Each Award may
contain terms and conditions in addition to (but, except as expressly
contemplated by another provision herein, not inconsistent with) those set forth
in the Plan.

         (c)      Board Discretion. Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

         (d)      Termination of Status. The Board shall determine the effect on
an Award of the disability, death, termination of employment, authorized leave
of absence or other change in the employment or other status of a Participant
and the extent to which, and the period during which, the Participant, or the
Participant's legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.

         (e)      Withholding. Each Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of, any taxes required by
law to be withheld in connection with an Award to such Participant. Except as
the Board may otherwise provide in an Award, for so long as the Common Stock is
registered under the Exchange Act, Participants may satisfy such tax obligations
in whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.

         (f)      Amendment of Award. Except as provided in Section 5(d), the
Board may amend, modify or terminate any outstanding Award, including but not
limited to, substituting therefor another Award of the same or a different type,
changing the date of exercise or realization, and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided either (i) that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant or (ii) that the change is
permitted under Section 9 hereof.



                                      -10-
<PAGE>

         (g)      Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

         (h)      Acceleration. Except as set forth in Section 10(j), the Board
may at any time provide that any Award shall become immediately exercisable in
full or in part, free of some or all restrictions or conditions, or otherwise
realizable in full or in part, as the case may be.

         (i)      Performance Awards.

                  (1)      Grants. Restricted Stock Awards and Other Stock Unit
Awards under the Plan may be made subject to the achievement of performance
goals pursuant to this Section 10(i) ("Performance Awards"), subject to the
limit in Section 4(b)(1) on shares covered by such grants.

                  (2)      Committee. Grants of Performance Awards to any
Covered Employee intended to qualify as "performance-based compensation" under
Section 162(m) ("Performance-Based Compensation") shall be made only by a
Committee (or subcommittee of a Committee) comprised solely of two or more
directors eligible to serve on a committee making Awards qualifying as
"performance-based compensation" under Section 162(m). In the case of such
Awards granted to Covered Employees, references to the Board or to a Committee
shall be deemed to be references to such Committee or subcommittee. "Covered
Employee" shall mean any person who is a "covered employee" under Section
162(m)(3) of the Code.

                  (3)      Performance Measures. For any Award that is intended
to qualify as Performance-Based Compensation, the Committee shall specify that
the degree of granting, vesting and/or payout shall be subject to the
achievement of one or more objective performance measures established by the
Committee, which shall be based on the relative or absolute attainment of
specified levels of one or any combination of the following: (a) net income, (b)
earnings before or after discontinued operations, interest, taxes, depreciation
and/or amortization, (c) operating profit before or after discontinued
operations and/or taxes, (d) revenue, (e) sales growth, (f) earnings growth, (g)
cash flow or cash position, (h) gross margins, (i) stock price, (j) market
share, (k) return on sales, assets, equity or investment, (l) improvement of
financial ratings, (m) achievement of balance sheet or income statement
objectives, (n) total shareholder return, or (o) earnings per share and may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated. Such performance measures
may be adjusted to exclude any one or more of (I) extraordinary items, (II)
gains or losses on the dispositions of discontinued operations, (III) the
cumulative effects of changes in accounting principles, (IV) the writedown of
any asset, (V) charges for restructuring and rationalization programs, (VI)
other non-cash charges or items, and (VII) gains or losses relating to financing
or investment activities. Such performance measures: (A) may vary by Participant
and may be different for different Awards; (B) may be particular to a
Participant or the department, branch, line of business, subsidiary or other
unit in which the Participant works and may cover such period as may be
specified by the Committee; and (C) shall be set by the Committee within the
time period prescribed by, and shall otherwise comply with the requirements of,
Section 162(m). Awards that are not intended to qualify as Performance-Based
Compensation may be based on these or such other performance measures as the
Board may determine.



                                      -11-
<PAGE>

                  (4)      Adjustments. Notwithstanding any provision of the
Plan, with respect to any Performance Award that is intended to qualify as
Performance-Based Compensation, the Committee may adjust downwards, but not
upwards, the cash or number of Shares payable pursuant to such Award, and the
Committee may not waive the achievement of the applicable performance measures
except in the case of the death or disability of the Participant.

                  (5)      Other. The Committee shall have the power to impose
such other restrictions on Performance Awards as it may deem necessary or
appropriate to ensure that such Awards satisfy all requirements for
Performance-Based Compensation. Prior to the payment of any Award subject to
this Section 10(i), the Committee shall certify in writing (which may be
satisfied by the inclusion of such a determination in the minutes of a meeting
of such Committee) that the performance goals and other material terms
applicable to such Award were satisfied.

         (j)      Minimum Vesting Requirements for Full Value Awards. Each
Restricted Stock Award and Other Stock Unit Award (other than those Restricted
Stock Awards and Other Stock Unit Awards which may only be settled in cash)
granted under the Plan (each, a "Full Value Award") shall vest in accordance
with a schedule that does not permit such Full Value Award to vest in full prior
to the third anniversary of the date of grant of the Award. This minimum vesting
requirement shall not, however, preclude the Board from exercising its
discretion to (i) accelerate the vesting of any Full Value Award upon
retirement, termination of employment by the Company, death or disability, (ii)
accelerate the vesting of any Full Value Award in accordance with Section 9(c),
(iii) establish a shorter vesting schedule for any Full Value Award granted to
an advisor, consultant, director, or newly-hired employee, (iv) establish a
shorter vesting schedule for any Full Value Award that is granted in exchange
for or in lieu of the right to receive the payment of an equivalent amount of
salary, bonus, directors' fees, or other cash compensation, (v) establish a
shorter performance-based vesting schedule in accordance with Section 10(i) or
otherwise (but in each case of not less than one year), or (vi) vest up to 1,000
shares per year for each Participant; provided, however, that the aggregate
number of Full Value Awards that may be granted under clauses (iii) and (vi)
above shall not exceed five percent (5%) of the number of shares available for
issuance under the Plan.

         (k)      Limitation Following a Hardship Distribution. To the extent
required to comply with Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(B)(4),
or any amendment or successor thereto, a Participant's "elective and employee
contributions" (within the meaning of such Treasury Regulation) under the Plan
shall be suspended for a period of twelve months following such Participant's
receipt of a hardship distribution made in reliance on such Treasury Regulation
from any plan containing a cash or deferred arrangement under Section 401(k) of
the Code maintained by the Company or a related party within the provisions of
Section 414 of the Code.

11.      Miscellaneous

         (a)      No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in
the applicable Award.

         (b)      No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such




                                      -12-
<PAGE>

dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

         (c)      Effective Date and Term of Plan. The Plan shall become
effective on the date the Plan is approved by the Company's stockholders (the
"Effective Date"). No Awards shall be granted under the Plan after the
completion of 10 years from the Effective Date, but Awards previously granted
may extend beyond that date.

         (d)      Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time provided that (i) to the extent
required by Section 162(m), no Award granted to a Participant that is intended
to comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and until
such amendment shall have been approved by the Company's stockholders if
required by Section 162(m) (including the vote required under Section 162(m));
(ii) no amendment that would require stockholder approval under the rules of the
NASDAQ Stock Market ("NASDAQ") may be made effective unless and until such
amendment shall have been approved by the Company's stockholders; and (iii) if
the NASDAQ amends its corporate governance rules so that such rules no longer
require stockholder approval of material amendments to equity compensation
plans, then, from and after the effective date of such amendment to the NASDAQ
rules, no amendment to the Plan (A) materially increasing the number of shares
authorized under the Plan (other than pursuant to Section 9), (B) expanding the
types of Awards that may be granted under the Plan, (C) materially expanding the
class of participants eligible to participate in the Plan, or (D) materially
increasing benefits generally available to Participants shall be effective
unless stockholder approval is obtained. In addition, if at any time the
approval of the Company's stockholders is required as to any other modification
or amendment under Section 422 of the Code or any successor provision with
respect to Incentive Stock Options, the Board may not effect such modification
or amendment without such approval.

         (e)      Provisions for Foreign Participants. The Board may modify
Awards or Options granted to Participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Plan to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.

         (f)      Compliance With Code Section 409A. No Award shall provide for
deferral of compensation that does not comply with Section 409A of the Code,
unless the Board, at the time of grant, specifically provides that the Award is
not intended to comply with Section 409A of the Code. The Company shall have no
liability to a Participant, or any other Party if an Award that is intended to
be exempt from, or compliant with, Section 409A is not so exempt or compliant or
for any action taken by the Board.

         (g)      Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.


                                      -13-