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                                                                    Exhibit 10.1


                              CITRIX SYSTEMS, INC.

                              AMENDED AND RESTATED
                                 1995 STOCK PLAN


         1. PURPOSE. The purpose of the Citrix Systems, Inc. Amended and
Restated 1995 Stock Plan (the "Plan") is to encourage key employees of Citrix
Systems, Inc. (the "Company") and of any present or future parent or subsidiary
of the Company (collectively, "Related Corporations") and other individuals who
render services to the Company or a Related Corporation, by providing
opportunities to participate in the ownership of the Company and its future
growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"); (b) the grant of options which do not qualify as ISOs
("Non-Qualified Options"); (c) awards of stock in the Company ("Awards"); and
(d) opportunities to make direct purchases of stock in the Company
("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.

         2. ADMINISTRATION OF THE PLAN.

                  A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
         administered by the Board of Directors of the Company (the "Board") or
         by a committee appointed by the Board (the "Committee"); provided that
         the Plan shall be administered: (i) to the extent required by
         applicable regulations under Section 162(m) of the Code, by two or more
         "outside directors" (as defined in applicable regulations thereunder)
         and (ii) to the extent required by Rule 16b-3 promulgated under the
         Securities Exchange Act of 1934 or any successor provision ("Rule
         16b-3"), by a disinterested administrator or administrators within the
         meaning of Rule 16b-3. Hereinafter, all references in this Plan to the
         "Committee" shall mean the Board if no Committee has been appointed.
         Subject to ratification of the grant or authorization of each Stock
         Right by the Board (if so required by applicable state law), and
         subject to the terms of the Plan, the Committee shall have the
         authority to (i) determine to whom (from among the class of employees
         eligible under paragraph 3 to receive ISOs) ISOs shall be granted, and
         to whom (from among the class of individuals and entities eligible
         under paragraph 3 to receive Non-Qualified Options and Awards and to
         make Purchases) Non-Qualified Options, Awards and authorizations to
         make Purchases may be granted; (ii) determine the time or times at
         which Options or Awards shall be granted or Purchases made; (iii)
         determine the purchase price of shares subject to each Option or
         Purchase, which prices shall not be less than the minimum price
         specified in paragraph 6; (iv) determine whether each Option granted
         shall be an ISO or a Non-Qualified Option; (v) determine (subject to
         paragraph 7) the time or times when each Option shall become
         exercisable and the duration of the exercise period; (vi) extend the
         period during which outstanding Options may be exercised; (vii)
         determine whether


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         restrictions such as repurchase options are to be imposed on shares
         subject to Options, Awards and Purchases and the nature of such
         restrictions, if any, and (viii) interpret the Plan and prescribe and
         rescind rules and regulations relating to it. If the Committee
         determines to issue a Non-Qualified Option, it shall take whatever
         actions it deems necessary, under Section 422 of the Code and the
         regulations promulgated thereunder, to ensure that such Option is not
         treated as an ISO. The interpretation and construction by the Committee
         of any provisions of the Plan or of any Stock Right granted under it
         shall be final unless otherwise determined by the Board. The Committee
         may from time to time adopt such rules and regulations for carrying out
         the Plan as it may deem advisable. No member of the Board or the
         Committee shall be liable for any action or determination made in good
         faith with respect to the Plan or any Stock Right granted under it.

                  B. COMMITTEE ACTIONS. The Committee may select one of its
         members as its chairman, and shall hold meetings at such time and
         places as it may determine. A majority of the Committee shall
         constitute a quorum and acts of a majority of the members of the
         Committee at a meeting at which a quorum is present, or acts reduced to
         or approved in writing by all the members of the Committee (if
         consistent with applicable state law), shall be the valid acts of the
         Committee. From time to time the Board may increase the size of the
         Committee and appoint additional members thereof, remove members (with
         or without cause) and appoint new members in substitution therefor,
         fill vacancies however caused, or remove all members of the Committee
         and thereafter directly administer the Plan.

                  C. GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Subject to the
         provisions of the first sentence of paragraph 2(A) above, if
         applicable, Stock Rights may be granted to members of the Board. All
         grants of Stock Rights to members of the Board shall in all other
         respects be made in accordance with the provisions of this Plan
         applicable to other eligible persons. Consistent with the provisions of
         the first sentence of Paragraph 2(A) above, members of the Board who
         either (i) are eligible to receive grants of Stock Rights pursuant to
         the Plan or (ii) have been granted Stock Rights may vote on any matters
         affecting the administration of the Plan or the grant of any Stock
         Rights pursuant to the Plan, except that no such member shall act upon
         the granting to himself or herself of Stock Rights, but any such member
         may be counted in determining the existence of a quorum at any meeting
         of the Board during which action is taken with respect to the granting
         to such member of Stock Rights.

                  D. DELEGATION TO OFFICERS. To the extent permitted by
         applicable law, the Committee may delegate to one or more officers of
         the Company the power to grant Stock Rights and exercise such other
         powers under the Plan as the Committee may determine, provided, that
         the Committee shall fix the maximum number of Stock Rights to be
         granted and the maximum number of shares issuable to any one
         Participant pursuant to Stock Rights granted by such officer(s).

         3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees
of the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to


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make Purchases may be granted to any employee, officer or director (whether or
not also an employee) or consultant of the Company or any Related Corporation.
The Committee may take into consideration a recipient's individual circumstances
in determining whether to grant a Stock Right. The granting of any Stock Right
to any individual or entity shall neither entitle that individual or entity to,
nor disqualify such individual or entity from, participation in any other grant
of Stock Rights.

         4. STOCK. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $0.001 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. Subject to adjustment as provided in paragraph 13, the aggregate number
of shares which may be issued pursuant to the Plan is 69,945,623 (as adjusted
for stock splits which occurred prior to the amendment and restatement of this
Plan) plus, effective as of January 1, 2001 and each year thereafter, a number
of shares of Common Stock equal to five percent (5%) of the total number of
shares of Common Stock issued and outstanding as of the close of business on
December 31 of the preceding year. If any Stock Right granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part or shall be
repurchased by the Company, the shares of Common Stock subject to such Stock
Right shall again be available for grants of Stock Rights under the Plan.
Notwithstanding anything to the contrary in this paragraph 4, no more than an
aggregate of 60,000,000 shares of Common Stock (as adjusted for stock splits
which occurred prior to the amendment and restatement of this Plan) may be
issued pursuant to the exercise of ISOs granted under the Plan (including shares
issued pursuant to the exercise of ISOs granted under the Plan that are the
subject of disqualifying dispositions within the meaning of Sections 421, 422
and 424 of the Code and the regulations thereunder).

         No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 2,000,000 shares of Common Stock
(as adjusted for stock splits which occurred prior to the amendment and
restatement of this Plan) under the Plan during any fiscal year of the Company.
If any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part or shall be repurchased by the Company, the
shares subject to such Option shall be included in the determination of the
aggregate number of shares of Common Stock deemed to have been granted to such
employee under the Plan.

         5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan
at any time on or after September 28, 1995 and prior to September 29, 2005. The
date of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Options granted under the Plan are intended to qualify as
performance-based compensation to the extent required under Proposed Treasury
Regulation Section 1.162-27.


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         6. MINIMUM OPTION PRICE; ISO LIMITATIONS; OTHER LIMITATIONS.

                  A. PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND PURCHASES. The
         exercise price per share specified in the agreement relating to each
         Non-Qualified Option granted shall not be less than the fair market
         value per share of Common Stock on the date of such grant, PROVIDED
         HOWEVER, that if option is expressly granted in lieu of a reasonable
         amount of salary or cash bonus, the exercise price per share specified
         in the agreement relating to each such Non-Qualified Option may be
         equal to or greater than 85% of the fair market value per share of
         Common Stock on the date of such grant. The purchase price per share of
         stock granted in any Award or authorized as a Purchase, under the Plan
         shall in no event be less than the minimum legal consideration required
         therefor under the laws of any jurisdiction in which the Company or its
         successors in interest may be organized.

                  B. PRICE FOR ISOS. The exercise price per share specified in
         the agreement relating to each ISO granted under the Plan shall not be
         less than the fair market value per share of Common Stock on the date
         of such grant. In the case of an ISO to be granted to an employee
         owning stock possessing more than ten percent (10%) of the total
         combined voting power of all classes of stock of the Company or any
         Related Corporation, the price per share specified in the agreement
         relating to such ISO shall not be less than one hundred ten percent
         (110%) of the fair market value per share of Common Stock on the date
         of grant. For purposes of determining stock ownership under this
         paragraph, the rules of Section 424(d) of the Code shall apply.

                  C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible
         employee may be granted Options treated as ISOs only to the extent
         that, in the aggregate under this Plan and all incentive stock option
         plans of the Company and any Related Corporation, ISOs do not become
         exercisable for the first time by such employee during any calendar
         year with respect to stock having a fair market value (determined at
         the time the ISOs were granted) in excess of $100,000. The Company
         intends to designate any Options granted in excess of such limitation
         as Non-Qualified Options.

                  D. DETERMINATION OF FAIR MARKET VALUE. If, at the time an
         Option is granted under the Plan, the Company's Common Stock is
         publicly traded, "fair market value" shall be determined as of the date
         of grant or, if the prices or quotes discussed in this sentence are
         unavailable for such date, the last business day for which such prices
         or quotes are available prior to the date of grant and shall mean (i)
         the average (on that date) of the high and low prices of the Common
         Stock on the principal national securities exchange on which the Common
         Stock is traded, if the Common Stock is then traded on a national
         securities exchange; or (ii) the last reported sale price (on that
         date) of the Common Stock on the Nasdaq Stock Market, if the Common
         Stock is not then traded on a national securities exchange; or (iii)
         the closing bid price (or average of bid prices) last quoted (on that
         date) by an established quotation service for over-the-counter
         securities, if the Common Stock is not reported on the Nasdaq Stock
         Market. If the Common Stock is not publicly traded at the time an
         Option is granted under the Plan, "fair market value"


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                                      -5-


         shall mean the fair value of the Common Stock as determined by the
         Committee after taking into consideration all factors which it deems
         appropriate, including, without limitation, recent sale and offer
         prices of the Common Stock in private transactions negotiated at arm's
         length.

                  E. RESTRICTED STOCK LIMITATIONS. Awards of restricted stock
         shall be subject to a vesting schedule of a minimum of three years,
         PROVIDED HOWEVER, that an Award of restricted stock subject to a
         performance based vesting schedule may be subject to a vesting schedule
         of a minimum of one year.

                  F. PROHIBITION ON REPRICING AND REGRANTS. No Option shall be
         repriced, or terminated and subsequently regranted, at a lower purchase
         price per share than the original grant, without the prior affirmative
         vote of a majority of the shares of stock of the Company present at a
         stockholders' meeting in person or by proxy and entitled to vote
         thereon.

         7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

         8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

                  A. VESTING. The Option shall either be fully exercisable on
         the date of grant or shall become exercisable thereafter in such
         installments as the Committee may specify.

                  B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
         exercisable it shall remain exercisable until expiration or termination
         of the Option, unless otherwise specified by the Committee.

                  C. PARTIAL EXERCISE. Each Option or installment may be
         exercised at any time or from time to time, in whole or in part, for up
         to the total number of shares with respect to which it is then
         exercisable.

                  D. ACCELERATION OF VESTING. The Committee shall have the right
         to accelerate the date that any installment of any Option becomes
         exercisable; provided that the Committee shall not, without the consent
         of an optionee, accelerate the permitted exercise date of any
         installment of any Option granted to any employee as an ISO (and


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         not previously converted into a Non-Qualified Option pursuant to
         paragraph 16) if such acceleration would violate the annual vesting
         limitation contained in Section 422(d) of the Code, as described in
         paragraph 6(C).

         9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or disability
as defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
ninety (90) days after the date of termination of his or her employment, or (b)
their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified Options
pursuant to paragraph 16. For purposes of this paragraph 9, employment shall be
considered as continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.

         10. DEATH; DISABILITY.

                  A. DEATH. If an ISO optionee ceases to be employed by the
         Company and all Related Corporations by reason of his or her death, any
         ISO owned by such optionee may be exercised, to the extent otherwise
         exercisable on the date of death, by the estate, personal
         representative or beneficiary who has acquired the ISO by will or by
         the laws of descent and distribution, until the earlier of (i) the
         specified expiration date of the ISO or (ii) 180 days from the date of
         the optionee's death.

                  B. DISABILITY. If an ISO optionee ceases to be employed by the
         Company and all Related Corporations by reason of his or her
         disability, such optionee shall have the right to exercise any ISO held
         by him or her on the date of termination of employment, for the number
         of shares for which he or she could have exercised it on that date,
         until the earlier of (i) the specified expiration date of the ISO or
         (ii) 180 days from the date of the termination of the optionee's
         employment. For the purposes of the Plan, the term "disability" shall
         mean "permanent and total disability" as defined in Section 22(e)(3) of
         the Code or any successor statute.

         11. ASSIGNABILITY. No Stock Right shall be assignable or transferable
by the grantee except by will, by the laws of descent and distribution or, in
the case of Non-Qualified Options


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only, pursuant to a valid domestic relations order. Except as set forth in the
previous sentence, during the lifetime of a grantee each Stock Right shall be
exercisable only by such grantee.

         12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

         13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

                  A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common
         Stock shall be subdivided or combined subsequent to the amendment and
         restatement of this Plan into a greater or smaller number of shares or
         if the Company shall issue any shares of Common Stock as a stock
         dividend on its outstanding Common Stock, the number of shares of
         Common Stock deliverable upon the exercise of Options shall be
         appropriately increased or decreased proportionately, and appropriate
         adjustments shall be made in the purchase price per share to reflect
         such subdivision, combination or stock dividend.

                  B. CONSOLIDATIONS OR MERGERS. If the Company is to be
         consolidated with or acquired by another entity in a merger, sale of
         all or substantially all of the Company's assets or otherwise (an
         "Acquisition"), the Committee or the board of directors of any entity
         assuming the obligations of the Company hereunder (the "Successor
         Board"), shall, as to outstanding Options, either (i) make appropriate
         provision for the continuation of such Options by substituting on an
         equitable basis for the shares then subject to such Options either (a)
         the consideration payable with respect to the outstanding shares of
         Common Stock in connection with the Acquisition, (b) shares of stock of
         the surviving corporation or (c) such other securities as the Successor
         Board deems appropriate, the fair market value of which shall not
         materially exceed the fair market value of the shares of Common Stock
         subject to such Options immediately preceding the Acquisition; or (ii)
         upon written notice to the optionees, provide that all Options must be
         exercised, to the extent then exercisable, within a specified number of
         days of the date of such notice, at the end of which period the Options
         shall terminate; or (iii) terminate all Options in exchange for a cash
         payment equal to the excess of the fair market value of the shares
         subject to such Options (to the extent then exercisable) over the
         exercise price thereof.


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                                      -8-


                  C. RECAPITALIZATION OR REORGANIZATION. In the event of a
         recapitalization or reorganization of the Company (other than a
         transaction described in subparagraph B above) pursuant to which
         securities of the Company or of another corporation are issued with
         respect to the outstanding shares of Common Stock, an optionee upon
         exercising an Option shall be entitled to receive for the purchase
         price paid upon such exercise the securities he or she would have
         received if he or she had exercised such Option prior to such
         recapitalization or reorganization.

                  D. MODIFICATION OF ISOS. Notwithstanding the foregoing, any
         adjustments made pursuant to subparagraphs A, B or C with respect to
         ISOs shall be made only after the Committee, after consulting with
         counsel for the Company, determines whether such adjustments would
         constitute a "modification" of such ISOs (as that term is defined in
         Section 424 of the Code) or would cause any adverse tax consequences
         for the holders of such ISOs. If the Committee determines that such
         adjustments made with respect to ISOs would constitute a modification
         of such ISOs or would cause adverse tax consequences to the holders, it
         may refrain from making such adjustments.

                  E. DISSOLUTION OR LIQUIDATION. In the event of the proposed
         dissolution or liquidation of the Company, each Option will terminate
         immediately prior to the consummation of such proposed action or at
         such other time and subject to such other conditions as shall be
         determined by the Committee.

                  F. ISSUANCES OF SECURITIES. Except as expressly provided
         herein, no issuance by the Company of shares of stock of any class, or
         securities convertible into shares of stock of any class, shall affect,
         and no adjustment by reason thereof shall be made with respect to, the
         number or price of shares subject to Options. No adjustments shall be
         made for dividends paid in cash or in property other than securities of
         the Company.

                  G. FRACTIONAL SHARES. No fractional shares shall be issued
         under the Plan and the optionee shall receive from the Company cash in
         lieu of such fractional shares.

                  H. ADJUSTMENTS. Upon the happening of any of the events
         described in subparagraphs A, B or C above, the class and aggregate
         number of shares set forth in paragraph 4 hereof that are subject to
         Stock Rights which previously have been or subsequently may be granted
         under the Plan shall also be appropriately adjusted to reflect the
         events described in such subparagraphs. The Committee or the Successor
         Board shall determine the specific adjustments to be made under this
         paragraph 13 and, subject to paragraph 2, its determination shall be
         conclusive.

         14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in

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                                      -9-


cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

         15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
September 28, 1995, subject, with respect to the validation of ISOs granted
under the Plan, to approval of the Plan by the stockholders of the Company at
the next Meeting of Stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to September 28, 1996, any grants
of ISOs under the Plan made prior to that date will be rescinded. The Plan shall
expire at the end of the day on September 27, 2005 (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options may be granted under the Plan prior to the date of stockholder approval
of the Plan. The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
following actions: (a) the total number of shares that may be issued under the
Plan may not be increased (except by adjustment pursuant to paragraph 13); (b)
the benefits accruing to participants under the Plan may not be materially
increased; (c) the requirements as to eligibility for participation in the Plan
may not be materially modified; (d) the provisions of paragraph 3 regarding
eligibility for grants of ISOs may not be modified; (e) the provisions of
paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); (f) the expiration date of the Plan may not be extended; (g) the Board may
not take any action which would cause the Plan to fail to comply with Rule
16b-3, and (h) the provisions of paragraph 6(F) regarding the prohibition on
repricing and regrant of Options may not be modified. Except as otherwise
provided in this paragraph 15, in no event may action of the Board or
stockholders alter or impair the rights of a grantee, without such grantee's
consent, under any Option previously granted to such grantee.

         16. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS. The Committee, at
the written request or with the written consent of any optionee, may in its
discretion take such


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                                      -10-


actions as may be necessary to convert such optionee's ISOs (or any installments
or portions of installments thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the optionee is an employee of the Company or a
Related Corporation at the time of such conversion. Such actions may include,
but shall not be limited to, extending the exercise period or reducing the
exercise price of the appropriate installments of such ISOs. At the time of such
conversion, the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action.

         17. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

         18. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

         19. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includable in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.

         20. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.


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                                      -11-


         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

         21. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the State of
Delaware, or the laws of any jurisdiction in which the Company or its successors
in interest may be organized.


Date Approved by the Board of Directors of the Company:  September 28, 1995
Date Approved by Stockholders of the Company:  October 16, 1995

Date Amendment and Restatement Approved by the Board of Directors
         of the Company:  March 10, 2000
Date Amendment and Restatement Approved by the Stockholders
         of the Company:  May 18, 2000

Date (Second) Amendment and Restatement Approved by the Board of Directors
         of the Company:  July 27, 2000
No Stockholder approval required

Date (Third) Amendment and Restatement Approved by the Board of Directors
         of the Company:  January 25, 2001
No Stockholder approval required

Date (Fourth) Amendment and Restatement Approved by the Board of Directors
         of the Company:  November 11, 2003
No Stockholder approval required