<PAGE>
                                                                   Exhibit 10.24

                               BEARINGPOINT, INC.

                          2000 LONG-TERM INCENTIVE PLAN

           (AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 2, 2007)

                                 I. INTRODUCTION

1.1   PURPOSES. The purposes of the 2000 Long-Term Incentive Plan (this "Plan")
      of BearingPoint, Inc., a Delaware corporation (the "Company"), are (i) to
      align the interests of the Company's stockholders and the recipients of
      awards under this Plan by providing a means to increase the proprietary
      interest of such recipients in the Company's growth and success, (ii) to
      advance the interests of the Company by increasing its ability to attract
      and retain highly competent employees (including the Company's executive
      officers), Non-Employee Directors and consultants and (iii) to motivate
      such persons to act in the long-term best interests of the Company and its
      stockholders.

      This Plan is a continuation, and amendment and restatement, of the
      BearingPoint, Inc. 2000 Long-Term Incentive Plan, the provisions of which
      shall continue to control with respect to any options or stock awards
      outstanding thereunder to the extent necessary to avoid establishment of a
      new measurement date for financial accounting purposes.

1.2   CERTAIN DEFINITIONS.

      "AFFILIATE" shall mean (i) any subsidiary corporation (other than the
      Company) in an unbroken chain of corporations beginning with the Company,
      as described in Section 424(f) of the Code and (ii) any other entity in
      which the Company has an equity interest or with which the Company has a
      significant business relationship.

      "AGREEMENT" shall mean the written agreement evidencing an award hereunder
      between the Company and the recipient of such award.

      "AWARD" shall mean any award under this Plan.

      "BOARD" shall mean the Board of Directors of the Company.

      "BONUS STOCK" shall mean shares of Common Stock which are not subject to a
      Restriction Period or Performance Measures.

      "BONUS STOCK AWARD" shall mean an award of Bonus Stock under this Plan.

      "CHANGE IN CONTROL" shall have the meaning set forth in Section 7.8(b).

      "CODE" shall mean the Internal Revenue Code of 1986, as amended.

      "COMMITTEE" shall mean the committee designated by the Board which shall
      consist of two or more members of the Board, each of whom may be a
      "Non-Employee Director" within the meaning of Rule 16b-3 under the
      Exchange Act.

      "COMMON STOCK" shall mean the common stock, $0.01 par value, of the
      Company.

<PAGE>

      "COMPANY" shall have the meaning set forth in Section 1.1.

      "DISABILITY" shall mean, unless otherwise provided by the Committee in an
      Agreement, the inability of the recipient of an award to perform
      substantially such recipient's duties and responsibilities for a
      continuous period of at least six months, as determined solely by the
      Committee.

      "DISCRETIONARY DIRECTOR OPTIONS" shall have the meaning set forth in
      Section 6.5.

      "DISCRETIONARY DIRECTOR RESTRICTED STOCK AWARD" shall have the meaning set
      forth in Section 6.6.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

      "FAIR MARKET VALUE" shall mean the closing price of a share of Common
      Stock as reported on the New York Stock Exchange on the date as of which
      such value is being determined or, if there shall be no reported
      transactions on such date, on the next preceding date for which a
      transaction was reported; provided, however, that if the Common Stock is
      not traded on the New York Stock Exchange, Fair Market Value may be
      determined by the Committee by whatever means or method as the Committee,
      in the good faith exercise of its discretion, shall at such time deem
      appropriate.

      "FREE-STANDING SAR" shall mean an SAR which is not issued in tandem with,
      or by reference to, an option, which entitles the holder thereof to
      receive, upon exercise, shares of Common Stock (which may be Restricted
      Stock), cash or a combination thereof with an aggregate value equal to the
      excess of the Fair Market Value of one share of Common Stock on the date
      of exercise over the base price of such SAR, multiplied by the number of
      such SARs which are exercised.

      "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of Common
      Stock that meets the requirements of Section 422 of the Code, or any
      successor provision, which is intended by the Committee to constitute an
      Incentive Stock Option.

      "IPO" shall mean the initial public offering of Common Stock of the
      Company on February 8, 2001 pursuant to an effective registration
      statement under the Securities Act of 1933, as amended.

      "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is not
      an officer or employee of the Company or any subsidiary of the Company.

      "NON-STATUTORY STOCK OPTION" shall mean an option to purchase shares of
      Common Stock which is not an Incentive Stock Option.

      "PERFORMANCE CASH" shall mean a right, contingent upon the attainment of
      specified Performance Measures within a specified Performance Period, to
      receive an amount of cash other than a Performance Share Award or an SAR.

      "PERFORMANCE CASH AWARD" shall mean an award of Performance Cash under
      this Plan.

      "PERFORMANCE MEASURES" shall mean the criteria and objectives, established
      by the Committee, which shall be satisfied or met (i) as a condition to
      the exercisability of all or a portion of an option or SAR, (ii) as a
      condition to the grant of a Stock Award or (iii) during the applicable

                                       2

<PAGE>

      Restriction Period or Performance Period as a condition to the holder's
      receipt, in the case of a Restricted Stock Award, of the Restricted Stock
      subject to such award, or, in the case of a Performance Share Award, of
      the shares of Common Stock, or in the case of a Performance Cash Award, of
      the cash, subject to such award and/or of payment with respect to such
      award. Such criteria and objectives may include one or more of the
      following: the attainment by a share of Common Stock of a specified Fair
      Market Value for a specified period of time, earnings per share, net
      income, return to stockholders (including dividends), return on equity,
      earnings of the Company, revenues, market share, cash flow, return on
      assets, costs, shareholder value, EBIT (earnings before interest and
      taxes), EBITDA (earnings before interest, taxes, depreciation and
      amortization), funds from operations, cash from operations, net cash flow,
      net cash flow before financing activities, other cash flow measures, total
      shareholder return, return on capital, return on invested capital,
      operating income, after-tax operating income, proceeds from dispositions,
      or cost reduction goals, or any combination of the foregoing. In the sole
      discretion of the Committee, the Committee may amend or adjust the
      Performance Measures or other terms and conditions of an outstanding award
      in recognition of unusual or nonrecurring events affecting the Company or
      its financial statements or changes in law or accounting principles.

      "PERFORMANCE PERIOD" shall mean any period designated by the Committee
      during which the Performance Measures applicable to a Performance Share
      Award or Performance Cash Award shall be measured.

      "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment of
      specified Performance Measures within a specified Performance Period, to
      receive one share of Common Stock, which may be Restricted Stock or, in
      lieu of all or a portion thereof, the Fair Market Value of such share of
      Common Stock in cash.

      "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares under
      this Plan.

      "PERSON" shall have the meaning set forth in Section 7.8(b)(iii).

      "RESTRICTED STOCK" shall mean either (i) shares of Common Stock which are
      subject to a Restriction Period, or (ii) Common Stock equivalent units
      which are subject to a Restriction Period.

      "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under
      this Plan.

      "RESTRICTION PERIOD" shall mean any period designated by the Committee
      during which the Restricted Stock subject to a Restricted Stock Award is
      subject to forfeiture and may not be sold, transferred, assigned, pledged,
      hypothecated or otherwise encumbered or disposed of, except as provided in
      this Plan or the Agreement relating to such award.

      "RETIREMENT" shall mean, unless otherwise provided by the Committee in an
      Agreement, termination of employment with or service to the Company by
      reason of retirement on or after age 65.

      "SAR" shall mean a stock appreciation right which may be a Free-Standing
      SAR or a Tandem SAR.

      "STOCK AWARD" shall mean a Restricted Stock Award or a Bonus Stock Award.

      "STOCK BASED AWARDS LIMITATIONS" shall have the meaning set forth in
      Section 1.5(e).

                                       3

<PAGE>

      "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
      reference to, an option (including a Non-Statutory Stock Option granted
      prior to the date of grant of the SAR), which entitles the holder thereof
      to receive, upon exercise of such SAR and surrender for cancellation of
      all or a portion of such option, shares of Common Stock (which may be
      Restricted Stock), cash or a combination thereof with an aggregate value
      equal to the excess of the Fair Market Value of one share of Common Stock
      on the date of exercise over the base price of such SAR, multiplied by the
      number of shares of Common Stock subject to such option, or portion
      thereof, which is surrendered.

      "TAX DATE" shall have the meaning set forth in Section 7.5.

      "TEN PERCENT HOLDER" shall have the meaning set forth in Section 2.1(a).

1.3   ADMINISTRATION. This Plan shall be administered by the Committee. Any one
      or a combination of the following awards may be made under this Plan to
      eligible persons: (i) options to purchase shares of Common Stock in the
      form of Incentive Stock Options or Non-Statutory Stock Options, (ii) SARs
      in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in
      the form of Restricted Stock or Bonus Stock, (iv) Performance Shares and
      (v) Performance Cash. The Committee shall, subject to the terms of this
      Plan, select eligible persons for participation in this Plan and determine
      the form, amount and timing of each award to such persons and, if
      applicable, the number of shares of Common Stock, the number of SARs, the
      number of Performance Shares and the amount of Performance Cash subject to
      such an award, the exercise price or base price associated with the award,
      the time and conditions of exercise or settlement of the award and all
      other terms and conditions of the award, including, without limitation,
      the form of the Agreement evidencing the award. The Committee may, in its
      sole discretion and for any reason at any time, take action such that (i)
      any or all outstanding options and SARs shall become exercisable in part
      or in full, (ii) all or a portion of the Restriction Period applicable to
      any outstanding Restricted Stock Award shall lapse, (iii) all or a portion
      of the Performance Period applicable to any outstanding Performance Share
      Award or Performance Cash Award shall lapse and (iv) the Performance
      Measures applicable to any outstanding award (if any) shall be deemed to
      be satisfied at the maximum or any other level. The Committee shall,
      subject to the terms of this Plan, interpret this Plan and the application
      thereof, establish rules and regulations it deems necessary or desirable
      for the administration of this Plan and may impose, incidental to the
      grant of an award, conditions with respect to the award, such as limiting
      competitive employment or other activities. All such interpretations,
      rules, regulations and conditions shall be final, binding and conclusive.

      The Committee may delegate some or all of its power and authority
      hereunder to the Board, the Chief Executive Officer or any other executive
      officer of the Company as the Committee deems appropriate; provided,
      however, that the Committee may not delegate its power and authority to
      the Chief Executive Officer or any other executive officer of the Company
      with regard to the selection for participation in this Plan of an officer
      or other person subject to Section 16 of the Exchange Act or decisions
      concerning the timing, pricing or amount of an award to such an officer or
      other person. The Committee may engage or authorize the engagement of a
      third party administrator to carry out administrative functions under the
      Plan.

      No member of the Board or Committee, and neither the Chief Executive
      Officer nor any other executive officer to whom the Committee delegates
      any of its power and authority hereunder, shall be liable for any act,
      omission, interpretation, construction or determination made in

                                       4

<PAGE>

      connection with this Plan in good faith, and the members of the Board and
      the Committee, the Chief Executive Officer and any such other executive
      officer shall be entitled to indemnification and reimbursement by the
      Company in respect of any claim, loss, damage or expense (including
      attorneys' fees) arising therefrom to the full extent permitted by law,
      except as otherwise may be provided in the Company's Certificate of
      Incorporation and/or By-laws, and under any directors' and officers'
      liability insurance that may be in effect from time to time.

      A majority of the Committee shall constitute a quorum. The acts of the
      Committee shall be either (i) acts of a majority of the members of the
      Committee present at any meeting at which a quorum is present, or (ii)
      acts approved in writing by all of the members of the Committee without a
      meeting.

1.4   ELIGIBILITY. Participants in this Plan shall consist of the Company's
      employees (including its executive officers), Non-Employee Directors and
      consultants, and persons expected to become employees (including executive
      officers), Non-Employee Directors and consultants, of the Company and its
      Affiliates, as the Committee in its sole discretion may select from time
      to time, and such other persons designated by the Committee pursuant to
      Section 7.13. For purposes of this Plan, references to employment also
      shall mean a consulting relationship and references to employment by the
      Company also shall mean employment by an Affiliate. The Committee's
      selection of a person to participate in this Plan at any time shall not
      require the Committee to select such person to participate in this Plan at
      any other time. Non-Employee Directors of the Company shall be eligible to
      participate in this Plan in accordance with Article VI.

1.5   SHARES AVAILABLE.

      (a)   Shares Available. The number of shares of Common Stock that are
            authorized for grants or awards under this Plan (the "Authorized
            Shares") is 92,179,333. The Board and the appropriate officers of
            the Company are authorized to take from time to time whatever
            actions are necessary, and to file any required documents with
            governmental authorities, stock exchanges and transaction reporting
            systems to ensure that shares of Common Stock are available for
            issuance pursuant to Awards.

      (b)   Maximum Grants of Incentive Stock Options. Subject to adjustment as
            provided in Section 7.7, the maximum number of shares that may be
            granted as Incentive Stock Options shall be 92,179,333.

      (c)   Restoration of Available Shares. To the extent that shares of Common
            Stock subject to an outstanding option (except to the extent shares
            of Common Stock are issued or delivered by the Company in connection
            with the exercise of a Tandem SAR), Free-Standing SAR, Stock Award
            or Performance Share Award are not issued or delivered by reason of
            the expiration, termination, cancellation or forfeiture of such
            award or otherwise in a manner such that all or some of the shares
            covered by an Award are not issued to a Participant or are exchanged
            for Awards that do not involve Common Stock, then such shares of
            Common Stock shall again be available under this Plan.
            Notwithstanding the foregoing, in the case of any SAR settled upon
            exercise by delivery of shares of Common Stock, the full number of
            shares with respect to which the SAR was exercised shall count
            against the number of Authorized Shares and shall not again become
            available under this Plan.

      (d)   Available Common Stock. Shares of Common Stock shall be made
            available from authorized and unissued shares of Common Stock, or
            authorized and issued shares of

                                       5

<PAGE>

            Common Stock reacquired and held as treasury shares or otherwise or
            a combination thereof.

      (e)   Limitations on Awards to Employees. Notwithstanding anything to the
            contrary contained in this Plan, the following limitations shall
            apply to any Awards to employees made hereunder:

            (i)   no employee may be granted, during any calendar year, Awards
                  consisting of Options or SARs (including Options or SARs that
                  are granted as Performance Awards) that are exercisable for
                  more than 2,750,000 shares of Common Stock;

            (ii)  no employee may be granted, during any calendar year, Awards
                  consisting of Stock Awards (including Stock Awards that are
                  granted as Performance Awards) covering or relating to more
                  than 1,375,000 shares of Common Stock (the limitation set
                  forth in this clause (ii), together with the limitations set
                  forth in clause (i) above, being hereinafter collectively
                  referred to as the "Stock Based Awards Limitations"); and

            (iii) no employee may be granted employee Awards consisting of
                  Performance Cash Awards in respect of any calendar year having
                  a value determined on the Grant Date in excess of $5,000,000.

                                       6

<PAGE>

                 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1   STOCK OPTIONS. The Committee may, in its discretion, grant options to
      purchase shares of Common Stock to such eligible persons as may be
      selected by the Committee. Each option, or portion thereof, that is not an
      Incentive Stock Option shall be a Non-Statutory Stock Option. An Incentive
      Stock Option may not be granted to any person who is not an employee of
      the Company or any parent or subsidiary (as defined in Section 424 of the
      Code). Each Incentive Stock Option shall be granted within ten years of
      November 15, 2006. To the extent that the aggregate Fair Market Value
      (determined as of the date of grant) of shares of Common Stock with
      respect to which options designated as Incentive Stock Options are
      exercisable for the first time by a participant during any calendar year
      (under this Plan or any other plan of the Company or any parent or
      subsidiary as defined in Section 424 of the Code) exceeds the amount
      (currently $100,000) established by the Code, such options shall
      constitute Non-Statutory Stock Options.

      Notwithstanding anything herein to the contrary, without the prior
      approval of the Company's stockholders, options issued under the Plan will
      not be repriced, replaced, or regranted through cancellation or by
      decreasing the exercise price of a previously granted option, except as
      expressly provided by the adjustment provisions of Paragraph 7.7.

      Options shall be subject to the following terms and conditions and shall
      contain such additional terms and conditions, not inconsistent with the
      terms of this Plan, as the Committee shall deem advisable:

      (a)   Number of Shares and Purchase Price. The number of shares of Common
            Stock subject to an option and the purchase price per share of
            Common Stock purchasable upon exercise of the option shall be
            determined by the Committee; provided, however, that the purchase
            price per share of Common Stock purchasable upon exercise of the
            option shall not be less than 100% of the Fair Market Value of a
            share of Common Stock on the date of grant of such option; and
            provided further, that if an Incentive Stock Option shall be granted
            to any person who, at the time such option is granted, owns capital
            stock possessing more than ten percent of the total combined voting
            power of all classes of capital stock of the Company (or of any
            parent or subsidiary as defined in Section 424 of the Code) (a "Ten
            Percent Holder"), the purchase price per share of Common Stock shall
            not be less than the price (currently 110% of Fair Market Value)
            required by the Code in order to constitute an Incentive Stock
            Option.

      (b)   Exercise Period and Exercisability. The period during which an
            option may be exercised shall be determined by the Committee;
            provided, however, that no option shall be exercised later than ten
            years, or ten and one-half years in certain countries to take
            advantage of favorable local laws, after its date of grant; and
            provided further, that if an Incentive Stock Option shall be granted
            to a Ten Percent Holder, such option shall not be exercised later
            than five years after its date of grant. The Committee may, in its
            discretion, establish Performance Measures which shall be satisfied
            or met as a condition to the grant of an option or to the
            exercisability of all or a portion of an option. The Committee shall
            determine whether an option shall become exercisable in cumulative
            or non-cumulative installments and in part or in full at any time.
            An exercisable option, or portion thereof, may be exercised only
            with respect to whole shares of Common Stock.

      (c)   Method of Exercise. An option may be exercised (i) by giving written
            notice to the Company specifying the number of whole shares of
            Common Stock to be purchased and by

                                       7

<PAGE>

            accompanying such notice with payment therefor in full (or by
            arranging for such payment to the Company's satisfaction) either (A)
            in cash, (B) by delivery (either actual delivery or by attestation
            procedures established by the Company) of Shares of Common Stock
            having an aggregate Fair Market Value, determined as of the date of
            exercise, equal to the aggregate purchase price payable by reason of
            such exercise, (C) in cash by a broker-dealer acceptable to the
            Company to whom the optionee has submitted an irrevocable notice of
            exercise or (D) a combination of (A) and (B), in each case to the
            extent set forth in the Agreement relating to the option, (ii) if
            applicable, by surrendering to the Company any Tandem SARs which are
            cancelled by reason of the exercise of the option and (iii) by
            executing such documents as the Company may reasonably request. The
            Company shall have sole discretion to disapprove of an election
            pursuant to any of clauses (i)(B)-(D). Any fraction of a share of
            Common Stock which would be required to pay such purchase price
            shall be disregarded and the remaining amount due shall be paid in
            cash by the optionee. No certificate representing Common Stock shall
            be delivered until the full purchase price therefor and any
            withholding taxes thereon, as described in Section 7.5, have been
            paid (or arrangement made for such payment to the Company's
            satisfaction).

2.2   STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant
      SARs to such eligible persons as may be selected by the Committee. The
      Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR
      or a Free-Standing SAR.

      Notwithstanding anything herein to the contrary, without the prior
      approval of the Company's stockholders, SARs issued under the Plan will
      not be repriced, replaced, or regranted through cancellation or by
      decreasing the exercise price of a previously granted SAR, except as
      expressly provided by the adjustment provisions of Paragraph 7.7.

      SARs shall be subject to the following terms and conditions and shall
      contain such additional terms and conditions, not inconsistent with the
      terms of this Plan, as the Committee shall deem advisable:

      (a)   Number of SARs and Base Price. The number of SARs subject to an
            award shall be determined by the Committee. Any Tandem SAR related
            to an Incentive Stock Option shall be granted at the same time that
            such Incentive Stock Option is granted. The base price of a Tandem
            SAR shall be the exercise price per share of Common Stock of the
            related option. The base price of a Free-Standing SAR shall be
            determined by the Committee; provided, however, that such base price
            shall not be less than 100% of the Fair Market Value of a share of
            Common Stock on the date of grant of such SAR.

      (b)   Exercise Period and Exercisability. The Agreement relating to an
            award of SARs shall specify whether such award may be settled in
            shares of Common Stock (including shares of Restricted Stock) or
            cash or a combination thereof. The period for the exercise of an SAR
            shall be determined by the Committee but in no event may an SAR be
            exercised more than ten years, or ten and one-half years in certain
            countries to take advantage of favorable local laws, after its date
            of grant; provided, however, that no Tandem SAR shall be exercised
            later than the expiration, cancellation, forfeiture or other
            termination of the related option. The Committee may, in its
            discretion, establish Performance Measures which shall be satisfied
            or met as a condition to the grant of an SAR or to the
            exercisability of all or a portion of an SAR. The Committee shall
            determine whether an SAR may be exercised in cumulative or
            non-cumulative installments and in part or in full at any time. An
            exercisable SAR, or portion thereof, may be exercised, in the case
            of a Tandem SAR, only with respect

                                       8

<PAGE>

            to whole shares of Common Stock and, in the case of a Free-Standing
            SAR, only with respect to a whole number of SARs. If an SAR is
            exercised for shares of Restricted Stock, a certificate or
            certificates representing such Restricted Stock shall be issued in
            accordance with Section 3.2(c) and the holder of such Restricted
            Stock shall have such rights of a stockholder of the Company as
            determined pursuant to Section 3.2(d). Prior to the exercise of an
            SAR for shares of Common Stock, including Restricted Stock, the
            holder of such SAR shall have no rights as a stockholder of the
            Company with respect to the shares of Common Stock subject to such
            SAR.

      (c)   Method of Exercise. A Tandem SAR may be exercised (i) by giving
            written notice to the Company specifying the number of whole SARs
            which are being exercised, (ii) by surrendering to the Company any
            options which are cancelled by reason of the exercise of the Tandem
            SAR and (iii) by executing such documents as the Company may
            reasonably request. A Free-Standing SAR may be exercised (i) by
            giving written notice to the Company specifying the whole number of
            SARs which are being exercised and (ii) by executing such documents
            as the Company may reasonably request.

2.3   TERMINATION OF EMPLOYMENT OR SERVICE. Subject to the requirements of the
      Code, all of the terms relating to the exercise, cancellation or other
      disposition of an option or SAR upon a termination of employment with or
      service to the Company of the recipient of such option or SAR, as the case
      may be, whether by reason of Disability, Retirement, death or any other
      reason, shall be determined by the Committee.

                                III. STOCK AWARDS

3.1   STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards to
      such eligible persons as may be selected by the Committee. The Agreement
      relating to a Stock Award shall specify whether the Stock Award is a
      Restricted Stock Award or Bonus Stock Award.

3.2   TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following
      terms and conditions and shall contain such additional terms and
      conditions, not inconsistent with the terms of this Plan, as the Committee
      shall deem advisable.

      (a)   Number of Shares and Other Terms. The number of shares of Common
            Stock subject to a Restricted Stock Award or Bonus Stock Award and
            the Performance Measures (if any) and Restriction Period applicable
            to a Restricted Stock Award shall be determined by the Committee.
            Bonus Stock Awards shall not be subject to any Performance Measures
            or Restriction Periods.

      (b)   Vesting and Forfeiture. The Agreement relating to a Restricted Stock
            Award shall provide, in the manner determined by the Committee, in
            its discretion, and subject to the provisions of this Plan, for the
            vesting of the Restricted Stock subject to such award (i) if
            specified Performance Measures are satisfied or met during the
            specified Restriction Period or (ii) if the holder of such award
            remains continuously in the employment of or service to the Company
            during the specified Restriction Period and for the forfeiture of
            all or a portion of the shares of Common Stock subject to such award
            (x) if specified Performance Measures are not satisfied or met
            during the specified Restriction Period or (y) if the holder of such
            award does not remain continuously in the employment of or service
            to the Company during the specified Restriction Period.

                                       9

<PAGE>

      (c)   Share Certificates. During the Restriction Period, a certificate or
            certificates representing a Restricted Stock Award may be registered
            in the holder's name or a nominee name at the discretion of the
            Company and may bear a legend, in addition to any legend which may
            be required pursuant to Section 7.6, indicating that the ownership
            of the shares of Common Stock represented by such certificate is
            subject to the restrictions, terms and conditions of this Plan and
            the Agreement relating to the Restricted Stock Award. As determined
            by the Committee, all certificates registered in the holder's name
            shall be deposited with the Company, together with stock powers or
            other instruments of assignment (including a power of attorney),
            each endorsed in blank with a guarantee of signature if deemed
            necessary or appropriate by the Company, which would permit transfer
            to the Company of all or a portion of the shares of Common Stock
            subject to the Restricted Stock Award in the event such award is
            forfeited in whole or in part. Upon termination of any applicable
            Restriction Period (and the satisfaction or attainment of applicable
            Performance Measures), or upon the grant of a Bonus Stock Award, in
            each case subject to the Company's right to require payment of any
            taxes in accordance with Section 7.5, a certificate or certificates
            evidencing ownership of the requisite number of shares of Common
            Stock shall be delivered to the holder of such award.

      (d)   Rights with Respect to Restricted Stock Awards. Unless otherwise set
            forth in the Agreement relating to a Restricted Stock Award, and
            subject to the terms and conditions of the Agreement relating to a
            Restricted Stock Award, (i) the holder of a Restricted Stock Award
            denominated in shares of Common Stock shall have all rights as a
            stockholder of the Company, including, but not limited to, voting
            rights, the right to receive dividends and the right to participate
            in any capital adjustment applicable to all holders of Common Stock;
            provided, however, that a distribution with respect to shares of
            Common Stock, other than a regular cash dividend, shall be deposited
            with the Company and shall be subject to the same restrictions as
            the shares of Common Stock with respect to which such distribution
            was made, and (ii) the holder of a Restricted Stock Award
            denominated in Common Stock equivalent units shall have no rights as
            a stockholder of the Company unless and until shares of Common Stock
            are issued and delivered to the holder of the Restricted Stock Award
            with respect to such Common Stock equivalent units; provided,
            however, that a Restricted Stock Award denominated in Common Stock
            equivalent units may provide for the payment of dividend equivalents
            which correspond to the payment of dividends on Common Stock.

3.3   TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the
      satisfaction of Performance Measures and the termination of the
      Restriction Period relating to a Restricted Stock Award, or any forfeiture
      and cancellation of such award upon a termination of employment with or
      service to the Company of the recipient of such award, whether by reason
      of Disability, Retirement, death or any other reason, shall be determined
      by the Committee.

                             IV. PERFORMANCE AWARDS

4.1   PERFORMANCE SHARE AWARDS AND PERFORMANCE CASH AWARDS. The Committee may,
      in its discretion, grant Performance Share Awards and Performance Cash
      Awards to such eligible persons as may be selected by the Committee.

4.2   TERMS OF PERFORMANCE SHARE AWARDS AND PERFORMANCE CASH AWARDS. Performance
      Share Awards and Performance Cash Awards shall be subject to the following
      terms and conditions and

                                       10

<PAGE>

      shall contain such additional terms and conditions, not inconsistent with
      the terms of this Plan, as the Committee shall deem advisable.

      (a)   Number of Performance Share Awards; Amount of Performance Cash
            Awards; and Performance Measures. Performance Share Awards and
            Performance Cash Awards granted to employees under this Plan that
            are intended to qualify as qualified performance-based compensation
            under Section 162(m) of the Code shall be paid, vested or otherwise
            deliverable solely on account of the attainment of one or more
            pre-established, objective Performance Measures established by the
            Committee prior to the earlier to occur of (x) 90 days after the
            commencement of the period of service to which the Performance
            Measure relates and (y) the lapse of 25% of the period of service
            (as scheduled in good faith at the time the goal is established),
            and in any event while the outcome is substantially uncertain. A
            Performance Measure is objective if a third party having knowledge
            of the relevant facts could determine whether the goal is met. Such
            a Performance Measure may be based on one or more business criteria
            that apply to the employee, one or more business units, segments or
            otherwise of the Company, or the Company as a whole, and if so
            desired by the Committee, by comparison with a peer group of
            companies. Unless otherwise stated, such a Performance Measure need
            not be based upon an increase or positive result under a particular
            business criterion and could include, for example, maintaining the
            status quo or limiting economic losses (measured, in each case, by
            reference to specific business criteria). In interpreting Plan
            provisions applicable to Performance Measures and Performance Share
            Awards and Performance Cash Awards intended to comply with Section
            162(m) of the Code, it is the intent of this Plan to conform with
            the standards of Section 162(m) of the Code and Treasury Regulation
            Section 1.162-27(e)(2)(i), as to grants to those employees whose
            compensation is, or is likely to be, subject to Section 162(m) of
            the Code, and the Committee in establishing such goals and
            interpreting this Plan shall be guided by such provisions. Prior to
            the payment of any compensation based on the achievement of
            Performance Measures applicable to such Awards, the Committee must
            certify in writing that applicable Performance Measures and any of
            the material terms thereof were, in fact, satisfied. Subject to the
            foregoing provisions, the terms, conditions and limitations
            applicable to any such Awards made pursuant to this Plan shall be
            determined by the Committee.

      (b)   Vesting and Forfeiture. The Agreement relating to a Performance
            Share Award and Performance Cash Awards shall provide, in the manner
            determined by the Committee, in its discretion, and subject to the
            provisions of this Plan, for the vesting of such award, if specified
            Performance Measures are satisfied or met during the specified
            Performance Period, and for the forfeiture of all or a portion of
            such award, if specified Performance Measures are not satisfied or
            met during the specified Performance Period.

      (c)   Settlement of Vested Performance Share Awards and Performance Cash
            Awards.

            (i)   The Agreement relating to a Performance Share Award (A) shall
                  specify whether such award may be settled in shares of Common
                  Stock (including shares of Restricted Stock) or cash or a
                  combination thereof and (B) may specify whether the holder
                  thereof shall be entitled to receive, on a current or deferred
                  basis, dividend equivalents, and, if determined by the
                  Committee, interest on or the deemed reinvestment of any
                  deferred dividend equivalents, with respect to the number of
                  shares of Common Stock subject to such award. If a Performance
                  Share Award is settled in shares of Restricted Stock, a
                  certificate or certificates representing such

                                       11

<PAGE>

                  Restricted Stock shall be issued in accordance with Section
                  3.2(c) and the holder of such Restricted Stock shall have such
                  rights of a stockholder of the Company as determined pursuant
                  to Section 3.2(d). Prior to the settlement of a Performance
                  Share Award in shares of Common Stock, including Restricted
                  Stock, the holder of such award shall have no rights as a
                  stockholder of the Company with respect to the shares of
                  Common Stock subject to such award.

            (ii)  The Agreement relating to a Performance Cash Award shall
                  provide that the award will be settled in cash and may, if
                  determined by the Committee, earn interest or other earnings
                  on a deemed investment which the award holder shall be
                  entitled to receive on a current or deferred basis, all as
                  specified in the Agreement governing the award.

4.3   TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the
      satisfaction of Performance Measures and the termination of the
      Performance Period relating to a Performance Share Award or a Performance
      Cash Award, or any forfeiture and cancellation of such award upon a
      termination of employment with or service to the Company of the recipient
      of such award, whether by reason of Disability, Retirement, death or other
      termination, shall be determined by the Committee.

                           V. OTHER STOCK-BASED AWARDS

      In addition to Restricted Stock Awards, the Committee may from time to
      time grant other stock-based awards to eligible participants in such
      amounts, on such terms and conditions, and for such consideration,
      including no consideration or such minimum consideration as may be
      required by law, as it shall determine. Other stock-based awards may be
      denominated in cash, in Common Stock or other securities, in
      stock-equivalent units, in stock appreciation units, in securities or
      debentures convertible into Common Stock, or in any combination of the
      foregoing and may be paid in Common Stock or other securities, in cash, or
      in a combination of Common Stock or other securities and cash, all as
      determined in the sole discretion of the Committee.

                                       12

<PAGE>

                VI. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

6.1   ELIGIBILITY. Each Non-Employee Director shall be eligible to participate
      in this Plan as provided in this Article VI.

6.2   AUTOMATIC GRANTS OF STOCK OPTIONS. Each Non-Employee Director shall
      automatically be granted Non-Statutory Stock Options as follows:

      (a)   Time of Grant. Automatic grants of Non-Statutory Stock Options shall
            be made on the dates specified below:

            (1)   Each person who is serving as a Non-Employee Director as of
                  March 20, 2001 shall automatically be granted, on the date
                  that the next Non-Employee Director is elected, an option to
                  purchase 15,000 shares of Common Stock.

            (2)   Each person who is first elected or first begins to serve as a
                  Non-Employee Director on or after March 20, 2001 shall
                  automatically be granted, on the date of such initial election
                  or service, an option to purchase 15,000 shares of Common
                  Stock.

            (3)   Each person who is a Non-Employee Director shall automatically
                  be granted an option to purchase 5,000 shares of Common Stock
                  on the date he or she is first elected to serve as Chair of
                  the Audit Committee of the Board of Directors of the Company.

      (b)   Purchase Price. The purchase price per share of Common Stock
            purchasable upon exercise of an option granted under this Section
            6.2 shall be 100% of the Fair Market Value of a share of Common
            Stock on the date of grant of such option.

      (c)   Exercise Period and Exercisability. Each option granted under
            Section 6.2(a)(1) or Section 6.2(a)(2) shall be fully exercisable on
            and after the one year anniversary of its date of grant and each
            option granted under Section 6.2(a)(3) shall be fully exercisable on
            and after the day preceding the day of the next annual meeting of
            stockholders of the Company following its date of grant. Each option
            granted under this Section 6.2 shall expire 10 years after its date
            of grant. An exercisable option, or portion thereof, may be
            exercised in whole or in part only with respect to whole shares of
            Common Stock. Options granted under this Section 6.2 shall be
            exercisable in accordance with Section 2.1(c).

      (d)   Cessation of Automatic Grants. No further grants shall be made under
            this Section 6.2 commencing as of January 1, 2007.

6.3   AUTOMATIC GRANT OF STOCK OPTION -- TERMINATION OF DIRECTORSHIP.

      (a)   Disability. If the recipient of an option granted under Section 6.2
            ceases to be a director of the Company by reason of Disability, each
            such option held by the holder thereof shall be exercisable only to
            the extent such option is exercisable on the effective date of such
            recipient's ceasing to be a director and may thereafter be exercised
            by such holder (or such holder's legal representative or similar
            person) until and including the earlier to occur of the (i) date
            which is one year after the effective date of such recipient's
            ceasing to be a director and (ii) the expiration date of the term of
            such option.

                                       13

<PAGE>

      (b)   Retirement. If the recipient of an option granted under Section 6.2
            ceases to be a director of the Company by reason of Retirement, each
            such option held by the holder thereof shall be exercisable only to
            the extent such option is exercisable on the effective date of such
            recipient's ceasing to be a director and may thereafter be exercised
            by such holder (or such holder's legal representative or similar
            person) until and including the earlier to occur of the (i) date
            which is three months after the effective date of such recipient's
            ceasing to be a director and (ii) the expiration date of the term of
            such option.

      (c)   Death. If the recipient of an option granted under Section 6.2
            ceases to be a director of the Company by reason of death, each such
            option held by the holder thereof shall be exercisable only to the
            extent such option is exercisable on the effective date of such
            recipient's ceasing to be a director and may thereafter be exercised
            by such holder's executor, administrator, legal representative,
            beneficiary or similar person until and including the earlier to
            occur of the (i) date which is one year after the date of such
            recipient's death and (ii) the expiration date of the term of such
            option.

      (d)   Other Termination. If the recipient of an option granted under
            Section 6.2 ceases to be a director of the Company for any reason
            other than Disability, Retirement or death, each such option held by
            the holder thereof shall be exercisable only to the extent such
            option is exercisable on the effective date of such recipient's
            ceasing to be a director and may thereafter be exercised by such
            holder (or such holder's legal representative or similar person)
            until and including the earlier to occur of the (i) date which is
            three months after the effective date of such recipient's ceasing to
            be a director and (ii) the expiration date of the term of such
            option.

      (e)   Death Following Termination of Directorship. If the recipient of an
            option granted under Section 6.2 dies during the period set forth in
            Section 6.3(a) following such recipient's ceasing to be a director
            of the Company by reason of Disability, or if such recipient dies
            during the period set forth in Section 6.3(b) following such
            recipient's Retirement, or if such a recipient dies during the
            period set forth in Section 6.3(d) following such recipient's
            ceasing to be a director for any reason other than by reason of
            Disability or Retirement, each such option held by the holder
            thereof shall be exercisable only to the extent that such option is
            exercisable on the date of the recipient's death and may thereafter
            be exercised by such holder's executor, administrator, legal
            representative, beneficiary or similar person until and including
            the earlier to occur of the (i) date which is one year after the
            date of such recipient's death and (ii) the expiration date of the
            term of such option.

6.4   AUTOMATIC GRANTS OF RESTRICTED STOCK AWARDS. Each Non-Employee Director
      shall be granted a Restricted Stock Award as follows:

      (a)   Time of Grant. Each person who is serving as a Non-Employee Director
            immediately following any annual meeting of stockholders of the
            Company held on or after November 4, 2003 shall automatically be
            granted, on the date of such meeting, a Restricted Stock Award for
            8,000 shares of Common Stock, unless the Compensation Committee
            determines that such Restricted Stock Award shall be in Common Stock
            equivalent units with dividend equivalents.

      (b)   Vesting. The Restricted Stock Award shall be fully vested upon
            grant.

                                       14

<PAGE>

      (c)   Restriction Period. The Restriction Period for the Restricted Stock
            Award shall be the period of time during which the Non-Employee
            Director provides services as a member of the Board. The Restriction
            Period shall terminate on the date that the Non-Employee Director
            ceases to serve as a member of the Board.

      (d)   Cessation of Automatic Grants. No further grants shall be made under
            this Section 6.4 commencing as of January 1, 2007.

6.5   DISCRETIONARY GRANTS OF STOCK OPTIONS. The Committee may, in its
      discretion, grant options to purchase shares of Common Stock
      ("Discretionary Director Options") to all Non-Employee Directors or to any
      one or more of them. Each Discretionary Director Option shall be subject
      to the following terms and conditions and shall contain such additional
      terms and conditions, not inconsistent with the terms of this Plan, as the
      Committee shall deem advisable:

      (a)   Number of Shares and Purchase Price. The number of shares of Common
            Stock subject to a Discretionary Director Option and the purchase
            price per share of Common Stock purchasable upon exercise of the
            option shall be determined by the Committee; provided, however, that
            the purchase price per share of Common Stock purchasable upon
            exercise of the option shall not be less than 100% of the Fair
            Market Value of a share of Common Stock on the date of grant of such
            option.

      (b)   Exercise Period and Exercisability. The period during which a
            Discretionary Director Option may be exercised shall be determined
            by the Committee. The Committee may, in its discretion, establish
            Performance Measures which shall be satisfied or met as a condition
            to the grant of a Discretionary Director Option or to the
            exercisability of all or a portion of a Discretionary Director
            Option. The Committee shall determine whether a Discretionary
            Director Option shall become exercisable in cumulative or
            non-cumulative installments and in part or in full at any time. An
            exercisable Director Discretionary Option, or portion thereof, may
            be exercised only with respect to whole shares of Common Stock. Each
            Discretionary Director Option shall be exercisable in accordance
            with Section 2.1(c).

      (c)   Termination of Directorship. All of the terms relating to the
            exercise, cancellation or other disposition of a Discretionary
            Director Option upon a termination of service as a director of the
            Company of the recipient of a Discretionary Director Option, whether
            by reason of Disability, Retirement, death or any other reason,
            shall be determined by the Committee.

6.6   DISCRETIONARY GRANTS OF RESTRICTED STOCK AWARDS. The Committee may, in its
      discretion, grant Restricted Stock Awards ("Discretionary Director
      Restricted Stock Awards") to all Non-Employee Directors or to any one or
      more of them. Each Discretionary Director Restricted Stock Award shall
      contain such terms and conditions, not inconsistent with the terms of this
      Plan, as the Committee shall deem advisable.

                                  VII. GENERAL

7.1   EFFECTIVE DATE AND TERM OF PLAN. This amended and restated Plan shall be
      submitted to the stockholders of the Company for approval within 12 months
      of November 15, 2006, the date of its adoption by the Board, and, if
      approved, shall become effective as of the date of such adoption by the
      Board. No option granted under the amended and restated Plan may be
      exercised prior to the date of such stockholder approval. If stockholder
      approval is not obtained, this Plan shall continue in the form prior to
      this amendment and restatement. This Plan shall terminate 10 years after
      its effective date or if the amended and restated Plan is approved by
      stockholders, 10 years

                                       15

<PAGE>

      after November 15, 2006, unless terminated earlier by the Board.
      Termination of this Plan shall not affect the terms or conditions of any
      award granted prior to such termination.

7.2   AMENDMENTS.

      (a)   The Board or the Committee may amend this Plan as it shall deem
            advisable, subject to any requirement of stockholder approval
            required by applicable law, rule or regulation, including Section
            422 of the Code; provided, however, that no amendment shall be made
            without stockholder approval if such amendment would (i) increase
            the maximum number of shares of Common Stock available under this
            Plan (subject to Section 7.7), (ii) effect any change inconsistent
            with Section 422 of the Code or (iii) extend the term of this Plan.
            Except as provided in Section 7.2(b), no amendment may impair the
            rights of a holder of an outstanding award without the consent of
            such holder.

      (b)   409A Compliance: It is the intent of the Company in establishing
            this Plan that the terms and provisions of the Plan and any
            Agreement comply with Section 409A of the Code. The Board or the
            Committee may amend any provision of this Plan and/or any
            outstanding Award at any time in order that this Plan and Awards
            made hereunder be compliant with Section 409A of the Code. Any such
            amendment may be retroactively effective including impairing an
            outstanding Award or otherwise adversely affecting an outstanding
            award to the extent determined necessary in the judgment of the
            Committee or the Board in order to comply with Section 409A of the
            Code. The Board and Committee shall have the sole discretion and
            power to effect such amendments, and a determination by the Board or
            the Committee of the necessity for and scope of any such amendment
            shall be final, binding and conclusive upon all persons holding
            awards or to be granted awards under this Plan for all purposes.

7.3   AGREEMENT. No Award shall be valid until an Agreement is executed by the
      Company and the recipient of such Award and, upon execution by each party
      and delivery of the Agreement to the Company, such award shall be
      effective as of the effective date set forth in the Agreement.

7.4   NON-TRANSFERABILITY OF AWARDS. Unless the Committee provides for the
      transferability of a particular award and such transferability is
      specified in the Agreement relating to such award, including by an
      amendment to an Agreement, no Award shall be transferable other than by
      will, the laws of descent and distribution or pursuant to beneficiary
      designation procedures stated in Section 7.11 or otherwise approved by the
      Company. Except to the extent permitted by the foregoing sentence or the
      Agreement relating to the Award, (a) each Award may be exercised or
      settled during the recipient's lifetime only by the recipient or the
      recipient's legal representative or similar person, and (b) no Award may
      be sold, transferred, assigned, pledged, hypothecated, encumbered or
      otherwise disposed of (whether by operation of law or otherwise) or be
      subject to execution, attachment or similar process. Upon any attempt to
      so sell, transfer, assign, pledge, hypothecate, encumber or otherwise
      dispose of any such Award, such Award and all rights thereunder shall
      immediately become null and void. In no circumstances may an Award be
      transferred for value or consideration.

7.5   TAX WITHHOLDING. The Company shall have the right to require, prior to the
      issuance or delivery of any shares of Common Stock or the payment of any
      cash pursuant to an Award made hereunder, payment by the holder of such
      Award of any federal, state, local or other taxes which may be required to
      be withheld or paid in connection with such Award. An Agreement may
      provide that (i) the Company shall withhold whole shares of Common Stock
      which would otherwise be delivered to a holder, having an aggregate Fair
      Market Value determined as of the

                                       16

<PAGE>

      date the obligation to withhold or pay taxes arises in connection with an
      award (the "Tax Date"), or withhold an amount of cash which would
      otherwise be payable to a holder, in the amount necessary to satisfy any
      such obligation or (ii) the holder may satisfy any such obligation by any
      of the following means: (A) a cash payment to the Company, (B) delivery
      (either actual delivery or by attestation procedures established by the
      Company) to the Company of shares of Common Stock having an aggregate Fair
      Market Value, determined as of the Tax Date, equal to the amount necessary
      to satisfy any such obligation, (C) authorizing the Company to withhold
      whole shares of Common Stock which would otherwise be delivered having an
      aggregate Fair Market Value, determined as of the Tax Date, or withhold an
      amount of cash which would otherwise be payable to a holder, equal to the
      amount necessary to satisfy any such obligation, (D) in the case of the
      exercise of an option, a cash payment by a broker-dealer acceptable to the
      Company to whom the optionee has submitted an irrevocable notice of
      exercise or (E) any combination of (A), (B) and (C), in each case to the
      extent set forth in the Agreement relating to the award; provided,
      however, that the Company shall have sole discretion to disapprove of an
      election pursuant to any of clauses (ii)(B)-(E). Any fraction of a share
      of Common Stock which would be required to satisfy such an obligation
      shall be disregarded and the remaining amount due shall be paid in cash by
      the holder.

7.6   RESTRICTIONS ON SHARES. Each Award made hereunder shall be subject to the
      requirement that if at any time the Company determines that the listing,
      registration or qualification of the shares of Common Stock subject to
      such Award upon any securities exchange or under any law, or the consent
      or approval of any governmental body, or the taking of any other action is
      necessary or desirable as a condition of, or in connection with, the
      exercise or settlement of such award or the delivery of shares thereunder,
      such Award shall not be exercised or settled and such shares shall not be
      delivered unless such listing, registration, qualification, consent,
      approval or other action shall have been effected or obtained, free of any
      conditions not acceptable to the Company. The Committee may provide for
      such restrictions upon the transferability of shares of Common Stock
      delivered pursuant to any Award made hereunder as it deems appropriate and
      such restrictions shall be specified in the Agreement relating to such
      award. The Company may require that certificates evidencing shares of
      Common Stock delivered pursuant to any Award made hereunder bear a legend
      indicating that the sale, transfer or other disposition thereof by the
      holder is prohibited except in compliance with the Securities Act of 1933,
      as amended, and the rules and regulations thereunder and such other
      restrictions, if any, specified in the Agreement relating to the Award
      pursuant to which such shares were delivered.

7.7   ADJUSTMENT.

      (a)   The existence of outstanding Awards shall not affect in any manner
            the right or power of the Company or its stockholders to make or
            authorize any or all adjustments, recapitalizations, reorganizations
            or other changes in the capital stock of the Company or its business
            or any merger or consolidation of the Company, or any issue of
            bonds, debentures, preferred or prior preference stock (whether or
            not such issue is prior to, on a parity with or junior to the
            existing Common Stock) or the dissolution or liquidation of the
            Company, or any sale or transfer of all or any part of its assets or
            business, or any other corporate act or proceeding of any kind,
            whether or not of a character similar to that of the acts or
            proceedings enumerated above.

      (b)   In the event of any subdivision or consolidation of outstanding
            shares of Common Stock, declaration of a dividend payable in shares
            of Common Stock or other stock split, then (i) the number of shares
            of Common Stock reserved under this Plan and the number of

                                       17

<PAGE>

            shares of Common Stock available for issuance pursuant to specific
            types of Awards as described in Section 1.5, (ii) the number of
            shares of Common Stock covered by outstanding Awards, (iii) the
            exercise price or other price in respect of such Awards, (iv) the
            appropriate Fair Market Value and other price determinations for
            such Awards, and (v) the Stock Based Awards Limitations shall each
            be proportionately adjusted by the Board as appropriate to reflect
            such transaction. In the event of any other recapitalization or
            capital reorganization of the Company, any consolidation or merger
            of the Company with another corporation or entity, the adoption by
            the Company of any plan of exchange affecting Common Stock or any
            distribution to holders of Common Stock of securities or property
            (including cash dividends that the Board determines are not in the
            ordinary course of business but excluding normal cash dividends or
            dividends payable in Common Stock), the Board shall make appropriate
            adjustments to (i) the number of shares of Common Stock reserved
            under this Plan and the number of shares of Common Stock available
            for issuance pursuant to specific types of Awards as described in
            Section 1.5, (ii) the number of shares of Common Stock covered by
            Awards, (iii) the exercise price or other price in respect of such
            Awards, (iv) the appropriate Fair Market Value and other price
            determinations for such Awards, and (v) the Stock Based Awards
            Limitations to reflect such transaction; provided that such
            adjustments shall only be such as are necessary to maintain the
            proportionate interest of the holders of the Awards and preserve,
            without increasing, the value of such Awards. In the event of a
            corporate merger, consolidation, acquisition of assets or stock,
            separation, reorganization or liquidation, the Board shall be
            authorized (x) to assume under this Plan previously issued
            compensatory awards, or to substitute new Awards for previously
            issued compensatory awards, including Awards, as part of such
            adjustment; (y) to cancel Awards that are Options or SARs and give
            the Participants who are the holders of such Awards notice and
            opportunity to exercise for 15 days prior to such cancellation; or
            (z) to cancel any such Awards and to deliver to the Participants
            cash in an amount that the Board shall determine in its sole
            discretion is equal to the fair market value of such Awards on the
            date of such event, which in the case of Options or SARs shall be
            the excess of the Fair Market Value of Common Stock on such date
            over the exercise or strike price of such Award.

7.8   CHANGE IN CONTROL. Except as may be otherwise provided in any Agreement
      evidencing an Award entered into after January 1, 2007, Awards shall be
      subject to the following provisions:

      (a)   (i)   Notwithstanding any provision in this Plan or any Agreement,
                  in the event of a Change in Control in connection with which
                  the holders of Common Stock receive shares of common stock
                  that are registered under Section 12 of the Exchange Act, (A)
                  all outstanding options and SARS shall immediately become
                  exercisable in full, (B) the Restriction Period applicable to
                  any outstanding Restricted Stock Award shall lapse, (C) the
                  Performance Period applicable to any outstanding Performance
                  Share Award or Performance Cash Award shall lapse, (D) the
                  Performance Measures applicable to any outstanding award shall
                  be deemed to be satisfied at the maximum level and (E) there
                  shall be substituted for each share of Common Stock available
                  under this Plan, whether or not then subject to an outstanding
                  award, the number and class of shares into which each
                  outstanding share of Common Stock shall be converted pursuant
                  to such Change in Control. In the event of any such
                  substitution, the purchase price per share in the case of an
                  option and the base price in the case of an SAR shall be
                  appropriately adjusted by the Committee (whose determination
                  shall be final, binding and conclusive), such adjustments to
                  be made

                                       18

<PAGE>

                  in the case of outstanding options and SARs without an
                  increase in the aggregate purchase price or base price.

            (ii)  Notwithstanding any provision in this Plan or any Agreement,
                  in the event of any Change in Control other than a Change in
                  Control in connection with which the holders of Common Stock
                  receive shares of common stock that are registered under
                  Section 12 of the Exchange Act, each outstanding award shall
                  be surrendered to the Company by the holder thereof, and each
                  such award shall immediately be cancelled by the Company, and
                  the holder shall receive, within ten days of the occurrence of
                  a Change in Control, a cash payment from the Company in an
                  amount equal to (I) in the case of an option, the number of
                  shares of Common Stock then subject to such option, multiplied
                  by the excess, if any, of the greater of (A) the highest per
                  share price offered to stockholders of the Company in any
                  transaction whereby the Change in Control takes place or (B)
                  the Fair Market Value of a share of Common Stock on the date
                  of occurrence of the Change in Control, over the purchase
                  price per share of Common Stock subject to the option, (II) in
                  the case of a Free-Standing SAR, the number of shares of
                  Common Stock then subject to such SAR, multiplied by the
                  excess, if any, of the greater of (A) the highest per share
                  price offered to stockholders of the Company in any
                  transaction whereby the Change in Control takes place or (B)
                  the Fair Market Value of a share of Common Stock on the date
                  of occurrence of the Change in Control, over the base price of
                  the SAR, (III) in the case of a Restricted Stock Award or
                  Performance Share Award, the number of shares of Common Stock
                  or the number of Performance Shares, as the case may be, then
                  subject to such award, multiplied by the greater of (A) the
                  highest per share price offered to stockholders of the Company
                  in any transaction whereby the Change in Control takes place
                  or (B) the Fair Market Value of a share of Common Stock on the
                  date of occurrence of the Change in Control and (IV) in the
                  case of a Performance Cash Award, the maximum amount payable
                  under the award determined as if Performance Measures
                  applicable to the award were satisfied at the maximum level.
                  In the event of such a Change in Control, each Tandem SAR
                  shall be surrendered by the holder thereof and shall be
                  cancelled simultaneously with the cancellation of the related
                  option. The Company may, but is not required to, cooperate
                  with any person who is subject to Section 16 of the Exchange
                  Act to assure that any cash payment in accordance with the
                  foregoing to such person is made in compliance with Section 16
                  and the rules and regulations thereunder.

      (b)   Change in Control. For the purpose of this Plan, a "Change in
            Control" shall mean:

            (i)   a sale or transfer of all or substantially all of the assets
                  of the Company on a consolidated basis in any transaction or
                  series of related transactions;

            (ii)  any merger, consolidation or reorganization to which the
                  Company is a party, except for a merger, consolidation or
                  reorganization in which the Company is the surviving
                  corporation and, after giving effect to such merger,
                  consolidation or reorganization, the holders of the Company's
                  outstanding equity (on a fully diluted basis) immediately
                  prior to the merger, consolidation or reorganization will own
                  in the aggregate immediately following the merger,
                  consolidation or reorganization the Company's outstanding
                  equity (on a fully diluted basis) either (i) having the
                  ordinary voting power to elect a majority of the members of
                  the Company's board of directors to be elected by the holders
                  of Common Stock and any other class which

                                       19

<PAGE>

                  votes together with the Common Stock as a single class or (ii)
                  representing at least 50% of the equity value of the Company
                  as reasonably determined by the Board;

            (iii) individuals who, as of the date hereof, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of such Board; provided, however, that any
                  individual who becomes a director of the Company subsequent to
                  the date hereof whose election, or nomination for election by
                  the holders of the Company's equity, was approved by the vote
                  of at least a majority of the directors then comprising the
                  Incumbent Board shall be deemed to have been a member of the
                  Incumbent Board; and provided further, that no individual who
                  was initially elected as a director of the Company as a result
                  of an actual or threatened solicitation by any individual,
                  entity or group (a "Person") other than the Board, including
                  any "person" within the meaning of Section 13(d) of the
                  Exchange Act, for the purpose of opposing a solicitation by
                  any other Person with respect to the election or removal of
                  directors, or any other actual or threatened solicitation of
                  proxies or consents by or on behalf of any Person other than
                  the Board shall be deemed to have been a member of the
                  Incumbent Board; or

            (iv)  any Person or its affiliates, acquires beneficial ownership of
                  30% or more of the outstanding equity of the Company generally
                  entitled to vote on the election of directors.

7.9   NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any right to
      participate in this Plan. Neither this Plan nor any award made hereunder
      shall confer upon any person any right to continued employment by the
      Company or any Affiliate of the Company or affect in any manner the right
      of the Company or any Affiliate of the Company to terminate the employment
      of any person at any time without liability hereunder.

7.10  RIGHTS AS STOCKHOLDER. No person shall have any right as a stockholder of
      the Company with respect to any shares of Common Stock or other equity
      security of the Company which is subject to an award hereunder unless and
      until such person becomes a stockholder of record with respect to such
      shares of Common Stock or equity security.

7.11  DESIGNATION OF BENEFICIARY. If permitted by the Company, a holder of an
      award may file with the Committee a written designation of one or more
      persons as such holder's beneficiary or beneficiaries (both primary and
      contingent) in the event of the holder's death. To the extent an
      outstanding option or SAR granted hereunder is exercisable, such
      beneficiary or beneficiaries shall be entitled to exercise such option or
      SAR. Each beneficiary designation shall become effective only when filed
      in writing with the Committee during the holder's lifetime on a form
      prescribed by the Committee. The spouse of a married holder domiciled in a
      community property jurisdiction shall join in any designation of a
      beneficiary other than such spouse. The filing with the Committee of a new
      beneficiary designation shall cancel all previously filed beneficiary
      designations. If a holder fails to designate a beneficiary, or if all
      designated beneficiaries of a holder predecease the holder, then each
      outstanding option and SAR hereunder held by such holder, to the extent
      exercisable, may be exercised by such holder's executor, administrator,
      legal representative or similar person.

7.12  GOVERNING LAW. This Plan, each award hereunder and the related Agreement,
      and all determinations made and actions taken pursuant thereto, to the
      extent not otherwise governed by

                                       20

<PAGE>

      the Code or the laws of the United States, shall be governed by the laws
      of the State of Delaware and construed in accordance therewith without
      giving effect to principles of conflicts of laws.

7.13  GRANTING AWARDS TO FOREIGN PERSONS. Without the amendment of this Plan,
      the Committee may grant awards to persons designated by the Committee from
      time to time, who otherwise are eligible persons under Section 1.4 and who
      are subject to the laws of foreign countries or jurisdictions. The
      Committee may grant awards to such persons on such terms and conditions
      different from those specified in this Plan as may in the judgment of the
      Committee be necessary or desirable to foster and promote achievement of
      the purposes of this Plan and, in furtherance of such purposes, the
      Committee may make such modifications, amendments, procedures, subplans
      and the like as may be necessary or advisable to comply with provisions of
      the laws of other countries or jurisdictions in which the Company or its
      Affiliates operate or have employees or other persons who are eligible
      persons under Section 1.4.

7.14  ADDITIONAL PROVISIONS APPLICABLE TO OPTIONS GRANTED PRIOR TO IPO. In order
      to comply with certain requirements of the California Corporate Securities
      Law of 1968, as amended, this Section shall apply to options granted under
      this Plan prior to an IPO (a "Pre-IPO Option"). The terms set forth in the
      Agreements pursuant to which Pre-IPO Options are granted on January 31,
      2000 (the "January 31, 2000 Options") relating to (i) the period during
      which an option may be exercised, (ii) the exercise, cancellation or other
      disposition of an option upon a termination of employment with the Company
      of the recipient of such option, whether by reason of Disability,
      Retirement, death or any other reason, (iii) restrictions on the
      transferability of an option and (iv) the providing of annual financial
      statements to the holder of an option are hereby incorporated into this
      Plan by reference as if set forth herein verbatim and shall apply in all
      respects only to all Pre-IPO Options granted to eligible persons;
      provided, however, that Pre-IPO Options may be granted under this Plan
      having exercise periods different from those of the January 31, 2000
      Options so long as each such Pre-IPO Option becomes exercisable at a rate
      of at least 20% per year during the five-year period commencing on the
      date of grant of such Pre-IPO Option.

                                       21