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                                                                    EXHIBIT 10.3

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

                 AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN


1.    PURPOSE

      The purpose of this 2001 Stock Incentive Plan (the "Plan") of Lumenon
Innovative Lightwave Technology, Inc., a Delaware corporation (the "Company"),
is to advance the interests of the Company's stockholders by enhancing the
Company's ability to attract, retain and motivate persons who make (or are
expected to make) important contributions to the Company by providing such
persons with equity ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons 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").

2.    ELIGIBILITY

      All of the Company's employees, officers and directors (and any
individuals who have accepted an offer for employment) are eligible to be
granted options or restricted stock awards (each, an "Award") under the Plan.
Each person who has been granted an Award under the Plan shall be deemed a
"Participant".

3.    ADMINISTRATION AND DELEGATION

      (a)   ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. 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 to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.



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4.    STOCK AVAILABLE FOR AWARDS

      (a)   NUMBER OF SHARES. Subject to adjustment under Section 7, Awards may
be made under the Plan for up to 4,000,000 shares of common stock, $0.001 par
value per share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part (including as the result of shares of Common Stock
subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or results in any Common Stock
not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as hereinafter defined), to any limitations under
the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

      (b)   PER-PARTICIPANT LIMIT. Subject to adjustment under Section 7, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan over a ten year period shall be equal
to 1,923,945 shares of Common Stock. The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with Section 162(m) of
the Code ("Section 162(m)").

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, state or provincial securities laws, as it
considers necessary or advisable. An Option which 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 the Company or any present
or future parent or subsidiary corporations and shall be subject to and shall be
construed consistently with the requirements of Section 422 of the Code. The
Company shall have no liability to a Participant, or any other party, if an
Option (or any part thereof) which is intended to be an Incentive Stock Option
is not an Incentive Stock Option.

      (c)   EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

      (d)   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 10 years.

      (e)   EXERCISE OF OPTION. An option may be exercised only by written
notice to the Company at its principal office accompanied by (i) payment in cash
or by certified or bank check



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of the full consideration for the shares as to which they are exercised or (ii)
an irrevocable undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price.

      (f)   SUBSTITUTE OPTIONS. 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 Options in substitution for any options
or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

6.    RESTRICTED STOCK.

      (a)   GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common 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 (each, a "Restricted Stock Award").

      (b)   TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

      (c)   STOCK CERTIFICATES. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a 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 by
the Participant to receive amounts due or to 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.

7.    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 distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option and (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall



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determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 7(a) applies and Section 7(c) also applies to
any event, Section 7(c) shall be applicable to such event, and this Section 7(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 granted under the Plan at the time of
the grant.

      (c)   REORGANIZATION AND CHANGE IN CONTROL EVENTS

            (1)   DEFINITIONS

                  (a)   A "Reorganization Event" shall mean:

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

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

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

                        (i)   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) 40% or
                              more of either (x) the then-outstanding shares of
                              common stock of the Company (the "Outstanding
                              Company Common Stock") or (y) the combined voting
                              power of the then-outstanding securities of the
                              Company entitled to vote generally in the election
                              of directors (the "Outstanding Company Voting
                              Securities"); PROVIDED, HOWEVER, that for purposes
                              of this subsection (i), the following acquisitions
                              shall not constitute a Change in Control Event:
                              (A) any acquisition directly from the Company
                              (excluding an acquisition pursuant to the
                              exercise, conversion or


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                              exchange of any security exercisable for,
                              convertible into or exchangeable for common
                              stock or voting securities of the Company,
                              unless the Person exercising, converting or
                              exchanging such security acquired such security
                              directly from the Company or an underwriter or
                              agent of the Company), (B) any acquisition by
                              any employee benefit plan (or related trust)
                              sponsored or maintained by the Company or any
                              corporation controlled by the Company, or (C)
                              any acquisition by any corporation pursuant to a
                              Business Combination (as defined below) which
                              complies with clauses (x) and (y) of subsection
                              (iii) of this definition; or

                        (ii)  such time as the Continuing Directors (as defined
                              below) do not constitute a majority of the Board
                              (or, if applicable, the Board of Directors of a
                              successor corporation to the Company), where the
                              term "Continuing Director" means at any date a
                              member of the Board (x) who was a member of the
                              Board on the date of the initial adoption of this
                              Plan by the Board or (y) who was nominated or
                              elected subsequent to such date by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election or whose election to the Board was
                              recommended or endorsed by at least a majority of
                              the directors who were Continuing Directors at the
                              time of such nomination or election; PROVIDED,
                              HOWEVER, that there shall be excluded from this
                              clause (y) any individual whose initial assumption
                              of office occurred as a result of an actual or
                              threatened election contest with respect to the
                              election or removal of directors or other actual
                              or threatened solicitation of proxies or consents,
                              by or on behalf of a person other than the Board;
                              or

                        (iii) the consummation of a merger, consolidation,
                              reorganization, recapitalization or share exchange
                              involving the Company or a sale or other
                              disposition of all or substantially all of the
                              assets of the Company (a "Business Combination"),
                              unless, immediately following such Business
                              Combination, each of the following two conditions
                              is satisfied: (x) 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 Business Combination beneficially
                              own, directly or



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                              indirectly, more than 50% of the
                              then-outstanding shares of common stock and the
                              combined voting power of the then-outstanding
                              securities entitled to vote generally in the
                              election of directors, respectively, of the
                              resulting or acquiring corporation in such
                              Business Combination (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)
                              (such resulting or acquiring corporation is
                              referred to herein as the "Acquiring
                              Corporation") in substantially the same
                              proportions as their ownership of the
                              Outstanding Company Common Stock and Outstanding
                              Company Voting Securities, respectively,
                              immediately prior to such Business Combination
                              and (y) no Person (excluding the Acquiring
                              Corporation or any employee benefit plan (or
                              related trust) maintained or sponsored by the
                              Company or by the Acquiring Corporation)
                              beneficially owns, directly or indirectly, 40%
                              or more of the then-outstanding shares of common
                              stock of the Acquiring Corporation, or of the
                              combined voting power of the then-outstanding
                              securities of such corporation entitled to vote
                              generally in the election of directors (except
                              to the extent that such ownership existed prior
                              to the Business Combination).

            (c)   "Good Reason" shall mean any significant diminution in the
                  Participant's title, authority, or responsibilities from and
                  after such Reorganization Event or Change in Control Event, as
                  the case may be, or any reduction in the annual cash
                  compensation payable to the Participant from and after such
                  Reorganization Event or Change in Control Event, as the case
                  may be, or the relocation of the place of business at which
                  the Participant is principally located to a location that is
                  greater than 50 miles from the current site.

            (d)   "Cause" shall mean any (i) willful failure by the Participant,
                  which failure is not cured within 30 days of written notice to
                  the Participant from the Company, to perform his or her
                  material responsibilities to the Company or (ii) willful
                  misconduct by the Participant which affects the business
                  reputation of the Company. The Participant shall be considered
                  to have been discharged for "Cause" if the Company determines,
                  within 30 days after the Participant's resignation, that
                  discharge for Cause was warranted.

      (2)   EFFECT ON OPTIONS



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            (a)   REORGANIZATION EVENT. Upon the occurrence of a Reorganization
                  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 a Reorganization 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 Reorganization 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 (A) one-half of the number of
                  shares subject to the Option which were not already vested
                  shall be exercisable upon the occurrence of such
                  Reorganization Event and, subject to (B) below, the remaining
                  one-half of such number of shares shall continue to become
                  vested in accordance with the original vesting schedule set
                  forth in such option, with one-half of the number of shares
                  that would otherwise have become vested on each subsequent
                  vesting date in accordance with the original schedule becoming
                  vested on each subsequent vesting date and (B) such assumed or
                  substituted options shall become immediately exercisable in
                  full if, on or prior to the first anniversary of the date of
                  the consummation of the Reorganization Event, the
                  Participant's employment with the Company or the acquiring or
                  succeeding corporation is terminated for Good Reason by the
                  Participant or is terminated without Cause by the Company or
                  the acquiring or succeeding corporation. For purposes hereof,
                  an Option shall be considered to be assumed if, following
                  consummation of the Reorganization 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
                  Reorganization Event, the consideration (whether cash,
                  securities or other property) received as a result of the
                  Reorganization Event by holders of Common Stock for each share
                  of Common Stock held immediately prior to the consummation of
                  the Reorganization 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 Reorganization 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





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                  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 Reorganization Event.

                        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 Reorganization Event
                  and will terminate immediately prior to the consummation of
                  such Reorganization Event, except to the extent exercised by
                  the Participants before the consummation of such
                  Reorganization Event; provided, however, that in the event of
                  a Reorganization 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 Reorganization Event (the "Acquisition Price"), then the
                  Board may instead provide that all outstanding Options shall
                  terminate upon consummation of such Reorganization 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. To the extent all or any portion of an Option becomes
                  exercisable solely as a result of the first sentence of this
                  paragraph, upon exercise of such Option the Participant shall
                  receive shares subject to a right of repurchase by the Company
                  or its successor at the Option exercise price. Such repurchase
                  right (1) shall lapse at the same rate as the Option would
                  have become exercisable under its terms and (2) shall not
                  apply to any shares subject to the Option that were
                  exercisable under its terms without regard to the first
                  sentence of this paragraph.

            (b)   CHANGE IN CONTROL EVENT THAT IS NOT A REORGANIZATION EVENT.
                  Upon the occurrence of a Change in Control Event that does not
                  also constitute a Reorganization 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, the vesting schedule of such
                  Option shall be accelerated in part so that one-half of the
                  number of shares that would otherwise have first become vested
                  on any date after the date of the Change in Control Event
                  shall immediately become exercisable. The remaining one-half
                  of such number of shares shall continue to become vested in
                  accordance with the original vesting schedule set



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                  forth in such Option, with one-half of the number of shares
                  that would otherwise have become vested on each subsequent
                  vesting date in accordance with the original schedule becoming
                  vested on each such subsequent vesting date; provided,
                  however, that each such Option shall be immediately
                  exercisable in full if, on or prior to the first anniversary
                  of the date of the consummation of the Change in Control
                  Event, the Participant's employment with the Company or the
                  acquiring or succeeding corporation is terminated for Good
                  Reason by the Participant or is terminated without Cause by
                  the Company or the acquiring or succeeding corporation.

      (3)   EFFECT ON RESTRICTED STOCK AWARDS

            (a)   REORGANIZATION EVENT THAT IS NOT A CHANGE IN CONTROL EVENT.
                  Upon the occurrence of a Reorganization 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 Reorganization 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 a Reorganization 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, the vesting schedule of
                  all Restricted Stock Awards shall be accelerated in part so
                  that one-half of the number of shares that would otherwise
                  have first become free from conditions or restrictions on any
                  date after the date of the Change in Control Event shall
                  immediately become free from conditions or restrictions.
                  Subject to the following sentence, the remaining one-half of
                  such number of shares shall continue to become free from
                  conditions or restrictions in accordance with the original
                  schedule set forth in such Restricted Stock Award, with
                  one-half of the number of shares that would otherwise have
                  become free from conditions or restrictions on each subsequent
                  vesting date in accordance with the original schedule becoming
                  free from conditions or restrictions on each subsequent
                  vesting date. In addition, each such Restricted Stock Award
                  shall immediately become free from all conditions or
                  restrictions if, on or prior to the first anniversary of the
                  date of the consummation of the Change in



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                  Control Event, the Participant's employment with the Company
                  or the acquiring or succeeding corporation is terminated for
                  Good Reason by the Participant or is terminated without Cause
                  by the Company or the acquiring or succeeding corporation.

8.    GENERAL PROVISIONS APPLICABLE TO AWARDS

      (a)   TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, 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, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. 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 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, retirement, 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, the Participant's legal
representative or Designated Beneficiary may exercise rights under the Award.

      (e)   WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. 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. 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 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.

      (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



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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. 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.

9.    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
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 on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, 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 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,



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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)).

      (e)   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 Delaware, without regard to any applicable conflicts of law.



Adopted by the Board of Directors on August 14, 2001.

Adopted by the Stockholders on November 14, 2001.




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