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                                                                    EXHIBIT 10.1



                     THE CORPORATE EXECUTIVE BOARD COMPANY

                         EMPLOYEE STOCK PURCHASE PLAN
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                     THE CORPORATE EXECUTIVE BOARD COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN

1.  PURPOSE.

(a) The Plan is established as of April 1, 2000 (the "Plan"). The terms of the
    Plan shall remain in effect and apply to all Rights granted pursuant to the
    Plan until and unless the Plan is amended as herein provided.

(b) The purpose of the Plan is to provide a means by which Employees of the
    Company and certain designated Affiliates may be given an opportunity to
    purchase Shares of the Company.

(c) The Company, by means of the Plan, seeks to retain the services of such
    Employees, to secure and retain the services of new Employees and to provide
    incentives for such persons to exert maximum efforts for the success of the
    Company and its Affiliates.

(d) The Company intends that the Rights to purchase Shares granted under the
    Plan be considered options issued under an "employee stock purchase plan,"
    as that term is defined in Section 423(b) of the Code.


2.  DEFINITIONS.

(a) "Affiliate" means any parent corporation or subsidiary corporation,
    whether now or hereafter existing, as those terms are defined in Sections
    424(e) and (f), respectively, of the Code.

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

(c) "Code" means the United States Internal Revenue Code of 1986, as amended.

(d) "Committee" means a committee of the Board appointed by the Board in
    accordance with subsection 3(c) of the Plan.

(e) "Company" means The Corporate Executive Board Company, a Delaware
    corporation.

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

(g) "Eligible Employee" means an Employee who meets the requirements set forth
    in the Offering Memorandum for eligibility to participate in the Offering.

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

(i) "Employee Stock Purchase Plan" means a plan that grants rights intended to
    be options issued under an "employee stock purchase plan," as that term is
    defined in Section 423(b) of the Code.

(j) "Exchange Act" means the United States Securities Exchange Act of 1934, as
    amended.

(k) "Fair Market Value" means the value of a security, as determined in good
    faith by the Board. If the security is listed on the New York Stock Exchange
    or any other established stock exchange or traded on the Nasdaq National
    Market or the Nasdaq SmallCap Market, then, except as otherwise provided in
    the Offering, the Fair Market Value of the security shall be the closing
    sales price (rounded up where necessary to the nearest whole cent) for such
    security (or the closing bid, if no sales were reported) as quoted on such
    exchange or market (or, in the event that the security is traded on more
    than one such exchange or market, the exchange or market with the greatest
    volume of trading in the relevant security of the Company) on the trading
    day occurring on or on
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    the closest subsequent day to the relevant determination date, as reported
    in The Wall Street Journal or such other source as the Board deems reliable,
    and on the date as determined more precisely in the Offering Memorandum.

(l) "Offering" means the grant of Rights to purchase Shares under the Plan to
    Eligible Employees.

(m) "Offering Date" means a date selected by the Board for an Offering to
    commence.

(n) "Offering Memorandum" means a memorandum describing the terms of the then
    current or otherwise relevant Offering.

(o) "Participant" means an Eligible Employee who holds an outstanding Right
    granted pursuant to the Plan or, if applicable, such other person who holds
    an outstanding Right granted under the Plan.

(p) "Plan" means this Amended and Restated Employee Stock Purchase Plan.

(q) "Purchase Date" means one or more dates established by the Board during an
    Offering on which Rights granted under the Plan shall be exercised and
    purchases of Shares carried out in accordance with such Offering.

(r) "Right" means an option to purchase Shares granted pursuant to the Plan.

(s) "Securities Act" means the United States Securities Act of 1933, as
    amended.

(t) "Share" means a share of the common stock of the Company.


3.  ADMINISTRATION.

(a) The Board shall administer the Plan unless and until the Board delegates
    administration to a Committee, as provided in subsection 3(c). Whether or
    not the Board has delegated administration, the Board shall have the final
    power to determine all questions of administration, interpretation, policy
    or expediency that may arise in the administration of the Plan.

(b) The Board (or the Committee) shall have the power, subject to, and within
    the limitations of, the express provisions of the Plan:

    (i)   To determine when and how Rights to purchase Shares shall be granted
          and the provisions of each Offering of such Rights (which need not be
          identical).

    (ii)  To designate from time to time which Affiliates of the Company shall
          be eligible to participate in the Plan.

    (iii) To construe and interpret the Plan and Rights granted under it, and to
          establish, amend and revoke rules and regulations for its
          administration. The Board, in the exercise of this power, may correct
          any defect, omission or inconsistency in the Plan, in a manner and to
          the extent it shall deem necessary or expedient to make the Plan fully
          effective.

    (iv)  To amend the Plan as provided in Section 15.

    (v)   Generally, to exercise such powers and to perform such acts as it
          deems necessary or expedient to promote the best interests of the
          Company and its Affiliates and to carry out the intent that the Plan
          be treated as an Employee Stock Purchase Plan.

(c) The Board may delegate administration of the Plan to a Committee of the
    Board composed of two (2) or more members. In the absence of such action,
    all references in this Plan to the Committee shall be deemed to refer to the
    Board. If administration is delegated to a Committee, the Committee shall
    have, in connection with the
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    administration of the Plan, the powers theretofore possessed by the Board,
    including the power to delegate to a subcommittee of one (1) or more
    Directors any of the administrative powers the Committee is authorized to
    exercise (and references in this Plan to the Board shall thereafter be to
    the Committee or such a subcommittee), subject, however, to such
    resolutions, not inconsistent with the provisions of the Plan, as may be
    adopted from time to time by the Board. The Board may abolish the Committee
    at any time and revest in the Board the administration of the Plan.


4.  SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 14 relating to adjustments upon changes
    in securities, the Shares that may be sold pursuant to Rights granted under
    the Plan shall not exceed in the aggregate Five Hundred and Twenty-Five
    Thousand (525,000) Shares. If any Right granted under the Plan shall for any
    reason terminate without having been exercised, the Shares not purchased
    under such Right shall again become available for the Plan.

(b) The Shares subject to the Plan may be unissued Shares or Shares that have
    been bought on the open market at prevailing market prices or otherwise.


5.  GRANT OF RIGHTS; OFFERING.

(a) The Committee may from time to time grant or provide for the grant of Rights
    to purchase Shares of the Company under the Plan to Eligible Employees in an
    Offering on one or more Offering Dates selected by the Committee. Each
    Offering shall be in such form and shall contain such terms and conditions
    as the Committee shall deem appropriate, which shall be designed to comply
    with the requirements of Section 423(b)(5) of the Code that all Employees
    granted Rights to purchase Shares under the Plan shall have the same rights
    and privileges. The terms and conditions of an Offering shall be
    incorporated by reference into the Plan and treated as part of the Plan. The
    provisions of separate Offerings need not be identical, but each Offering
    shall include (through incorporation of the provisions of this Plan by
    reference in the Offering Memorandum or otherwise) the period during which
    the Offering shall be effective, which period shall not exceed twenty-seven
    (27) months beginning with the Offering Date, and the substance of the
    provisions contained in Sections 6 through 9, inclusive.

(b) If a Participant has more than one Right outstanding under the Plan, unless
    he or she otherwise indicates in agreements or notices delivered hereunder:
    (i) each agreement or notice delivered by that Participant will be deemed to
    apply to all of his or her Rights under the Plan, and (ii) an earlier-
    granted Right (or a Right with a lower exercise price, if two Rights have
    identical grant dates) will be exercised to the fullest possible extent
    before a later-granted Right (or a Right with a higher exercise price if two
    Rights have identical grant dates) will be exercised.


6.  ELIGIBILITY.

(a) Rights may be granted only to Employees of the Company or, as the Committee
    may designate as provided in subsection 3(b), to Employees of an Affiliate
    designated by the Board. Except as provided in subsection 6(b), an Employee
    shall not be eligible to be granted Rights under the Plan unless, on the
    Offering Date, such Employee has been in the employ of the Company or the
    Affiliate, as the case may be, for such continuous period preceding such
    grant as the Board may require, if any, but in no event shall the required
    period of continuous employment be equal to or greater than two (2) years.

(b) The Committee may provide that each person who, during the course of an
    Offering, first becomes an Eligible Employee will, on a date or dates
    specified in the Offering which coincides with the day on which such person
    becomes an Eligible Employee or which occurs thereafter, receive a Right
    under that Offering, which Right shall thereafter be deemed to be a part of
    that Offering. Such Right shall have the same characteristics as any Rights
    originally granted under that Offering, as described herein, except that:
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    (i)   the date on which such Right is granted shall be the "Offering Date"
          of such Right for all purposes, including determination of the
          exercise price of such Right;

    (ii)  the period of the Offering with respect to such Right shall begin on
          its Offering Date and end coincident with the end of such Offering;
          and

    (iii) the Committee may provide that if such person first becomes an
          Eligible Employee within a specified period of time before the end of
          the Offering, he or she will not receive any Right under that
          Offering.

(c) No Employee shall be eligible for the grant of any Rights under the Plan if,
    immediately after any such Rights are granted, such Employee owns stock
    possessing five percent (5%) or more of the total combined voting power or
    value of all classes of stock of the Company or of any Affiliate. For
    purposes of this subsection 6(c), the rules of Section 424(d) of the Code
    shall apply in determining the stock ownership of any Employee, and stock
    which such Employee may purchase under all outstanding rights and options
    shall be treated as stock owned by such Employee.

(d) An Eligible Employee may be granted Rights under the Plan only if such
    Rights, together with any other Rights granted under all Employee Stock
    Purchase Plans of the Company and any Affiliates, as specified by Section
    423(b)(8) of the Code, do not permit such Eligible Employee's rights to
    purchase Shares of the Company or any Affiliate to accrue at a rate which
    exceeds the lesser of (i) twenty five thousand dollars ($25,000) of the fair
    market value of such Shares (determined at the time such Rights are granted)
    for each calendar year in which such Rights are outstanding at any time, and
    (ii) such lower limit as the Committee may establish on a non-discriminatory
    basis.

(e) The Committee may provide in an Offering that Employees who are highly
    compensated employees within the meaning of Section 423(b)(4)(D) of the Code
    shall not be eligible to participate.


7.  RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made
    under the Plan, shall be granted the Right to purchase up to the number of
    Shares purchasable either:

    (i)   with a percentage designated by the Committee not exceeding fifteen
          percent (15%) of such Employee's Earnings (as defined by the Committee
          in each Offering) during the period which begins on the Offering Date
          (or such later date as the Committee determines for a particular
          Offering) and ends on the date stated in the Offering, which date
          shall be no later than the end of the Offering; or

    (ii)  with a maximum dollar amount designated by the Committee that, as the
          Committee determines for a particular Offering, (1) shall be withheld,
          in whole or in part, from such Employee's Earnings (as defined by the
          Committee in each Offering) during the period which begins on the
          Offering Date (or such later date as the Committee determines for a
          particular Offering) and ends on the date stated in the Offering,
          which date shall be no later than the end of the Offering and/or (2)
          shall be contributed, in whole or in part, by such Employee during
          such period.

(b) The Committee shall establish one or more Purchase Dates during an Offering
    on which Rights granted under the Plan may be exercised and purchases of
    Shares carried out in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Committee may
    specify a maximum amount of Shares that may be purchased by any Participant
    as well as a maximum aggregate amount of Shares that may be purchased by all
    Participants pursuant to such Offering. In addition, in connection with each
    Offering that contains more than one Purchase Date, the Committee may
    specify a maximum aggregate amount of Shares which may be purchased by all
    Participants on any given Purchase Date under the Offering. If the aggregate
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    purchase of Shares upon exercise of Rights granted under the Offering would
    exceed any such maximum aggregate amount or the amount of Shares then
    available for purchase under the Plan, the Committee shall make a pro rata
    allocation of the Shares available in as nearly a uniform manner as shall be
    practicable and as it shall deem to be equitable.

(d) The purchase price of Shares acquired pursuant to Rights granted under the
    Plan shall be not less than the lesser of:

    (i)   an amount equal to eighty-five percent (85%) of the fair market value
          of the Shares on the Offering Date; or

    (ii)  an amount equal to eighty-five percent (85%) of the fair market value
          of the Shares on the Purchase Date.


8.  PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) An Eligible Employee may become a Participant in the Plan pursuant to an
    Offering by delivering a participation agreement to the Company within the
    time specified in the Offering Memorandum, in such form as the Company
    provides. Each such agreement shall authorize payroll deductions of up to
    the maximum percentage specified by the Committee of such Employee's
    Earnings during the Offering (as defined in each Offering), up to the limit
    set forth in Section 6(d). The payroll deductions made for each Participant
    shall be credited to a bookkeeping account for such Participant under the
    Plan and either may be deposited with the general funds of the Company or
    may be deposited in a separate account in the name of, and for the benefit
    of, such Participant with a financial institution designated by the Company,
    as determined by the Company. To the extent provided in the Offering, a
    Participant may reduce (including to zero) or increase such payroll
    deductions. To the extent provided in the Offering, a Participant may begin
    such payroll deductions after the beginning of the Offering. A Participant
    may make additional payments into his or her account only if specifically
    provided for in the Offering and only if the Participant has not already had
    the maximum permitted amount withheld during the Offering. At no time shall
    a Participant be entitled to interest or accruals of interest on amounts
    credited to his or her account.

(b) At any time during an Offering, a Participant may terminate his or her
    payroll deductions under the Plan and withdraw from the Offering by
    delivering to the Company a notice of withdrawal in such form as the Company
    provides. Such withdrawal may be elected at any time prior to the end of the
    Offering except as provided by the Committee in the Offering. Upon such
    withdrawal from the Offering by a Participant, the Company shall distribute
    to such Participant all of his or her accumulated payroll deductions
    (reduced to the extent, if any, such deductions have been used to acquire
    Shares for the Participant) under the Offering, without interest, and such
    Participant's interest in that Offering shall be automatically terminated.
    Except to the extent specified by the Committee, a Participant's withdrawal
    from an Offering will have no effect upon such Participant's eligibility to
    participate in any other Offerings under the Plan but such Participant will
    be required to deliver a new participation agreement in order to participate
    in subsequent Offerings under the Plan.

(c) Rights granted pursuant to any Offering under the Plan shall terminate
    immediately upon cessation of any participating Employee's employment with
    the Company and its designated Affiliates for any reason (subject to any
    post-employment participation period required by law) or other lack of
    eligibility. The Company shall distribute to such terminated Employee all of
    his or her accumulated payroll deductions (reduced to the extent, if any,
    such deductions have been used to acquire Shares for the terminated
    Employee) under the Offering, without interest. If the accumulated payroll
    deductions have been deposited with the Company's general funds, then the
    distribution shall be made from the general funds of the Company, without
    interest. If the accumulated payroll deductions have been deposited in a
    separate account with a financial institution as provided in subsection
    8(a), then the distribution shall be made from the separate account, without
    interest.

(d) Rights granted under the Plan shall not be transferable by a Participant
    otherwise than by will or the laws of descent and distribution, or by a
    beneficiary designation as provided in Section 16 and, otherwise during his
    or
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    her lifetime, shall be exercisable only by the person to whom such Rights
    are granted.



9.  EXERCISE.

(a) On each Purchase Date specified therefor in the relevant Offering, each
    Participant's accumulated payroll deductions and other additional payments
    specifically provided for in the Offering (without any increase for
    interest) will be applied to the purchase of Shares up to the maximum amount
    of Shares permitted pursuant to the terms of the Plan and the applicable
    Offering, at the purchase price specified in the Offering. No fractional
    Shares shall be issued upon the exercise of Rights granted under the Plan
    unless specifically provided for in the Offering and permitted by law.

(b) Unless otherwise specifically provided in the Offering, the amount, if any,
    of accumulated payroll deductions remaining in any Participant's account
    after the purchase of Shares that is equal to the amount required to
    purchase one or more whole Shares on the final Purchase Date of the Offering
    shall be distributed in full to the Participant at the end of the Offering,
    without interest.

(c) The amount, if any, of accumulated payroll deductions remaining in any
    Participant's account after the purchase of Shares that is less than the
    amount required to purchase one whole Share on the final Purchase Date of
    the Offering shall be carried forward, without interest, into the next
    Offering.

(d) No Rights granted under the Plan may be exercised to any extent unless the
    Shares to be issued upon such exercise under the Plan (including Rights
    granted thereunder) are covered by an effective registration statement
    pursuant to the Securities Act and the Plan is in material compliance with
    all applicable state, foreign and other securities and other laws applicable
    to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not
    so registered or in such compliance, no Rights granted under the Plan or any
    Offering shall be exercised on such Purchase Date, and the Purchase Date
    shall be delayed until the Plan is subject to such an effective registration
    statement and such compliance, except that the Purchase Date shall not be
    delayed more than twelve (12) months and the Purchase Date shall in no event
    be more than twenty-seven (27) months from the Offering Date. If, on the
    Purchase Date of any Offering hereunder, as delayed to the maximum extent
    permissible, the Plan is not registered and in such compliance, no Rights
    granted under the Plan or any Offering shall be exercised and all payroll
    deductions accumulated during the Offering (reduced to the extent, if any,
    such deductions have been used to acquire Shares) shall be distributed to
    the Participants, without interest.


10. RESTRICTIONS ON SHARES.

    The Board or the Committee may in its discretion impose such transfer or
other restrictions upon Shares purchased under the Plan as it shall determine in
its sole discretion to be advisable.


11. COVENANTS OF THE COMPANY.

    The Company shall use its reasonable efforts to seek to obtain from each
federal, state, foreign or other regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
Shares upon exercise of the Rights granted under the Plan. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or
agency the authority which counsel for the Company deems necessary for the
lawful issuance and sale of Shares under the Plan, the Company shall be relieved
from any liability for failure to issue and sell Shares upon exercise of such
Rights unless and until such authority is obtained.


12. USE OF PROCEEDS FROM SHARES.
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    Proceeds from the sale of Shares pursuant to Rights granted under the Plan
shall constitute general funds of the Company.



13. RIGHTS AS A STOCKHOLDER AND EMPLOYEE.

(a) A Participant shall not be deemed to be the holder of, or to have any of the
    rights of a holder with respect to, Shares subject to Rights granted under
    the Plan unless and until the Participant's Shares acquired upon exercise of
    Rights under the Plan are recorded in the books of the Company.

(b) Neither the Plan nor the grant of any Right thereunder shall confer any
    right on any Employee to remain in the employ of the Company or any
    Affiliate or restrict the right of the Company or any Affiliate to terminate
    such Employee's employment.

(c) The Committee may impose such additional restrictions on Shares purchased in
    an Offering as it shall determine in its sole discretion, provided that any
    such restriction is disclosed in the Offering Memorandum for such Offering.


14. ADJUSTMENTS UPON CHANGES IN SECURITIES.

(a) Subject to any required action by the stockholders of the Company, the
    number of Shares covered by each Right under the Plan that has not yet been
    exercised and the number of Shares that have been authorized for issuance
    under the Plan but have not yet been placed under a Right (collectively, the
    "Reserves"), as well as the price per Share covered by each Right under the
    Plan that has not yet been exercised, shall be proportionately adjusted for
    any increase or decrease in the number of issued Shares resulting from a
    stock split or the payment of stock dividend (but only on the Common Stock)
    or any other increase or decrease in the number of 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 Committee, whose determination in that respect shall be final,
    binding and conclusive. Except as expressly provided herein, no issue 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 a Right.

(b) In the event of the proposed dissolution or liquidation of the Company, any
    and all Offerings shall terminate immediately prior to the consummation of
    such proposed action, unless otherwise provided by the Committee. The
    Committee may, in the exercise of its sole discretion in such instances,
    declare that the Rights under the Plan shall terminate as of a date fixed by
    the Committee and give each Participant the right to exercise his or her
    Right. In the event of a proposed sale of all or substantially all of the
    assets of the Company, or the merger or consolidation of the Company with or
    into another corporation or a parent or subsidiary of such successor
    corporation when the Company is not the surviving corporation, or a reverse
    merger in which the Company is the surviving corporation but the Shares
    outstanding immediately preceding the merger are converted by virtue of the
    merger into other property, whether in the form of securities, cash or
    otherwise, any and all Offerings shall terminate immediately prior to the
    consummation of such proposed action, unless otherwise provided by the
    Committee. The Committee may, in the exercise of its sole discretion in such
    instances, and in lieu of assumption or substitution of the Rights, provide
    that each Participant shall have the right to exercise his or her Right. If
    the Committee makes a Right exercisable in lieu of assumption or
    substitution in the event of a merger or sale of assets, the Committee shall
    notify the Participant that the Right shall be fully exercisable for a
    period of twenty (20) days from the date of such notice (or such other
    period of time as the Committee shall determine), and the Right shall
    terminate upon the expiration of such period.

(c) The Committee may, if it so determines in the exercise of its sole
    discretion, also make provision for adjusting the Reserves, as well as the
    price per Share covered by each outstanding Right, in the event that the
    Company
<PAGE>

    effects one or more reorganizations, recapitalizations, rights offering, or
    other increases or reductions of outstanding Shares, and in the event of the
    Company being consolidated with or merged into any other corporation.



15. AMENDMENT OF THE PLAN.

(a) The Board or the Committee at any time, and from time to time, may amend the
    Plan. However, any amendment shall be subject to approval by the
    stockholders of the Company if stockholder approval is necessary for the
    Plan to satisfy the requirements of Section 423 of the Code or any stock
    market or securities exchange listing requirements. As of the date of this
    Plan, under the Code, stockholder approval within twelve (12) months before
    or after the adoption of the amendment is required where the amendment will:

    (i)   Increase the amount of Shares reserved for Rights under the Plan; or

    (ii)  Modify the provisions as to eligibility for participation in the Plan
          to the extent such modification requires stockholder approval in order
          for the Plan to obtain employee stock purchase plan treatment under
          Section 423 of the Code.

(b) It is expressly contemplated that the Committee or the Board may amend the
    Plan in any respect the Committee or the Board deems necessary or advisable
    to provide Employees with the maximum benefits provided or to be provided
    under the provisions of the Code and the regulations promulgated thereunder
    relating to Employee Stock Purchase Plans and/or to bring the Plan and/or
    Rights granted under it into compliance therewith.

(c) Rights and obligations under any Rights granted before amendment of the Plan
    may be subject to or affected by any amendment of the Plan without the
    consent of the person to whom such Rights were granted, except as necessary
    to ensure that the Plan and/or Rights granted under the Plan comply with the
    requirements of Section 423 of the Code.


16. DESIGNATION OF BENEFICIARY.

(a) A Participant may file a written designation of a beneficiary who is to
    receive any Shares and/or cash, if any, from the Participant's account under
    the Plan in the event of such Participant's death subsequent to the end of
    an Offering but prior to delivery to the Participant of such Shares and
    cash. In addition, a Participant may file a written designation of a
    beneficiary who is to receive any cash from the Participant's account under
    the Plan in the event of such Participant's death during an Offering.

(b) The Participant may change such designation of beneficiary at any time by
    written notice. In the event of the death of a Participant and in the
    absence of a beneficiary validly designated under the Plan who is living at
    the time of such Participant's death, the Company shall deliver such Shares
    and/or cash to the executor or administrator of the estate of the
    Participant, or if no such executor or administrator has been appointed (to
    the knowledge of the Company), the Company, in its sole discretion, may
    deliver such Shares and/or cash to the spouse or to any one or more
    dependents or relatives of the Participant, or if no spouse, dependent or
    relative is known to the Company, then to such other person as the Company
    may designate.


17. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Committee or the Board in its discretion may suspend or terminate the
    Plan at any time. Unless sooner terminated, the Plan shall terminate at the
    time that all of the Shares subject to the Plan's reserve, as increased
    and/or adjusted from time to time, have been issued under the terms of the
    Plan. No Rights may be granted under the Plan while the Plan is suspended or
    after it is terminated.
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(b) Rights and obligations under any Rights granted before amendment of the Plan
    may be subject to or affected by any suspension or termination of the Plan
    without the consent of the person to whom such Rights were granted, except
    as necessary to ensure that the Plan and/or Rights granted under the Plan
    comply with the requirements of Section 423 of the Code.



18. EFFECTIVE DATE OF PLAN.

    The Plan shall become effective upon adoption by the Board.