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EXHIBIT 10.3

ECLIPSYS CORPORATION

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

1.         Purpose

The purpose of this Amended and Restated 2000 Stock Incentive Plan (the Plan) of Eclipsys Corporation, a
Delaware corporation (the Company), is to advance the interests of the Companys stockholders by enhancing
the Companys ability to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such persons with those of the
Companys stockholders. Except where the context otherwise requires, the term Company shall include any of
the Companys present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the Code) and any other business
venture (including, without limitation, a joint venture or limited liability company) in which the Company
has a significant interest, as determined by the Board of Directors of the Company (the Board).

2.         Eligibility

All of the Companys employees, officers, directors, consultants and advisors ( and any individuals who have
accepted an offer for employment) are eligible to be granted options, restricted stock, or other stock-based
awards (each, an Award) under the Plan. Any person who has been granted an Award under the Plan shall be
deemed a Participant.

3.         Administration, Delegation

(a)  Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient
to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by
the Board shall be made in the Boards sole discretion and shall be final and binding on all persons having
or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the Plan made in
good faith.

(b)  Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all
of its powers under the Plan to one or more committees or subcommittees of the Board (a Committee). All
references in the Plan to the Board shall mean the Board or a Committee of the Board to the extent that the
Boards powers or authority under the Plan have been delegated to such Committee.

4.         Stock Available for Awards

(a)  Number of Shares. Subject to adjustment under Section 4(c), Awards may be made under the Plan for up to
an aggregate number of shares of Common Stock equal to (i) 15,000,000 less (ii) the sum of (W) the number of
shares as to which Awards have previously been made or shares issued under the Companys Amended and
Restated 1999 Stock Incentive Plan, as amended (the 1999 Plan), as such number shall be reduced to the extent shares become





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reavailable for issuance under the 1999 Plan pursuant to Section 4(a) thereof, (X) the number of shares as to
which options are then outstanding under the Companys Second Amended and Restated 1998 Employee Stock
Purchase Plan, as amended (the Purchase Plan) and the number of shares previously sold under the Purchase
Plan, (Y) the number of shares as to which options are then outstanding under the Companys 1996 Stock Plan,
as amended (the 1996 Plan), and the number of shares previously issued upon the exercise of options granted
under the 1996 Plan and the number of shares of restricted or unrestricted stock granted under the 1996 Plan
then outstanding and (Z) the number of shares as to which Awards have previously been made or shares issued
under the Companys Amended and Restated 1998 Stock Incentive Plan, as amended (the 1998 Plan), as such
number shall be reduced to the extent shares become reavailable for issuance under the 1998 Plan pursuant to
Section 4(a) thereof. If any Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the
unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required
under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

(b)  Per-Participant Limit. Subject to adjustment under Section 4(c), for Awards granted after the Common
Stock is registered under the Securities Exchange Act of 1934 (the Exchange Act), the maximum number of
shares of Common Stock with respect to which an Award may be granted to any Participant under the Plan shall
be 2,000,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed
and applied consistently with Section 162(m) of the Code.

(c)  Adjustment to Common Stock. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-participant
limit set forth in Section 4(b), (iii) the number and class of security and exercise price per share subject
to each outstanding Option, (iv) the repurchase price per security subject to each outstanding Restricted
Stock Award, and (v) the terms of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in
good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 4(c)
applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this
Section 4(c) shall not be applicable.

5.         Stock Options

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

(b)  Incentive Stock Options. An Option that the Board intends to be an incentive stock option as defined
in Section 422 of the Code (an Incentive Stock Option) shall only be

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granted to employees of the Company and shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an
Incentive Stock Option.

(c)  Exercise Price. The Board shall establish the exercise price at the time each Option is granted and
specify it in the applicable option agreement; provided, however, that the exercise price of Incentive Stock
Options shall not be less than 100% of the fair market value of the Common Stock, as determined by the Board,
at the time the Option is granted.

(d)  Duration of Options. Each Option shall be exercisable at such times and subject to such terms and
conditions as the Board may specify in the applicable option agreement; provided, however, that no Option
will be granted for a term in excess of 10 years.

(e)  Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of
exercise signed by the proper person or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for the number of shares for which the
Option is exercised.

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

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

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of
an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price;

(3) to the extent permitted by the Board and explicitly provided in an option agreement (i) by delivery of shares
of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner
approved by) the Board in good faith (Fair Market Value), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months
prior to such delivery, or (iii) by payment of such other lawful consideration as the Board may determine; or

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

6.         Restricted Stock

(a) Grants. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of
the Company to repurchase all or part of such shares at their issue price or other stated or formula price
(or to require forfeiture of such shares if issued at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not satisfied prior to the end of the
applicable restriction period or periods established by the Board for such Award (each, a Restricted Stock
Award).

(b) Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award,
including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless
otherwise determined by the Board,

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

7.         Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and
conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant
of securities convertible into Common Stock and the grant of stock appreciation rights.

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

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock, other than a normal cash dividend,
(i) the number and class of securities available under this Plan, (ii) the per-participant limit set forth in
Section 4(b), (iii) the number and class of security and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per security subject to each outstanding Restricted Stock Award, and (v)
the terms of each other outstanding stock-based Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that
such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section
8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall
not be applicable.

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

(c)  Acquisition and Change in Control Events

(1) Definitions

a. An Acquisition Event shall mean:



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| | (i) any merger or consolidation of the Company with or into another entity as a result of which the Common
Stock is converted into or exchanged for the right to receive cash, securities or other property; or
|
| | (ii) any exchange of shares of the Company for cash, securities or other property pursuant to a statutory
share exchange transaction.                                                                          

b. A Change in Control Event shall mean:

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| | (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) of beneficial ownership of
any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) more than 30% of either (x) the then-outstanding
shares of Common Stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting
power of the then-outstanding securities of the Company entitled to vote generally in the election of
directors (the Outstanding Company Voting Securities); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change in Control Event:  (A) any
acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or
exchange of any security exercisable for, convertible into or exchangeable for Common Stock or voting
securities of the Company, unless the Person exercising, converting or exchanging such security acquired such
security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company, (C) any acquisition by any corporation pursuant to a Business Combination (as defined below)
which complies with clauses (x) and (y) of subsection (iii) of this definition or (D) any acquisition by
General Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General Atlantic Partners 47, L.P.,
GAP Coinvestment Partners, L.P. and any other entities controlled by or under common control with any of the
foregoing entities, within the meaning of the Exchange Act (each such party is referred to herein as an
Exempt Person);
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| | (ii) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board
(or, if applicable, the Board of Directors of a successor corporation to the Company), where the term
Continuing Director means at any date a member of the Board (x) who was a member of the Board on the date
of the initial adoption of this Plan by the Board or (y) who was nominated or elected subsequent to such date
by at least a majority of the directors who were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed by at least a majority of the directors
who were Continuing Directors at the time of such nomination or election; provided, however, that there shall
be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an
actual or threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (iii)  the consummation of a merger, consolidation, reorganization, recapitalization or statutory share
exchange involving the Company or a sale or other disposition of all or substantially all of the assets of
the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| | Company (a Business Combination), unless, immediately following such Business Combination, each of the
following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors, respectively, of the resulting or acquiring
corporation in such Business Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the Companys assets either directly or
through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the
Acquiring Corporation) in substantially the same proportions as their ownership of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business
Combination and (y) no Person (including Exempt Persons, the Acquiring Corporation or any employee benefit
plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially
owns, directly or indirectly, 30% or more of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled
to vote generally in the election of directors (except to the extent that such ownership existed prior to the
Business Combination).



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| | (c)  Good Reason shall mean any significant diminution in the Participants title, authority, or
responsibilities from and after such Acquisition Event or Change in Control Event, as the case may be, or any
reduction in the annual cash compensation payable to the Participant from and after such Acquisition Event or
Change in Control Event, as the case may be, or the relocation of the place of business at which the
Participant is principally located to a location that is greater than 50 miles from the current site.
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| | (d)  Cause shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days
of written notice to the Participant from the Company, to perform his or her material responsibilities to the
Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company.
The Participant shall be considered to have been discharged for Cause if the Company determines, within 30
days after the Participants resignation, that discharge for Cause was warranted.   

(2)  Effect on Options



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| | (a)  Acquisition Event. Upon the occurrence of an Acquisition Event (regardless of whether such event also
constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to an
Acquisition Event (regardless of whether such event will result in a Change in Control Event), the Board
shall provide that all outstanding Options shall be assumed, or

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| | equivalent options shall be substituted for, by the acquiring or succeeding corporation (or an affiliate
thereof); provided that if such Acquisition Event also constitutes a Change in Control Event, except to the
extent specifically provided to the contrary in the instrument evidencing any Option or any other agreement
between a Participant and the Company, such assumed or substituted options shall become immediately
exercisable in full if, on or prior to the first anniversary of the date of the consummation of the
Acquisition Event, the Participants employment with the Company or the acquiring or succeeding corporation
is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the
acquiring or succeeding corporation. For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the Option confers the right to purchase, for each share of
Common Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the
Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or
succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist
solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in
fair market value to the per share consideration received by holders of outstanding shares of Common Stock as
a result of the Acquisition Event.  Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall,
upon written notice to the Participants, provide that all then unexercised Options will become exercisable in
full as of a specified time prior to the Acquisition Event and will terminate immediately prior to the
consummation of such Acquisition Event, except to the extent exercised by the Participants before the
consummation of such Acquisition Event; provided, however, that in the event of an Acquisition Event under
the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to such Acquisition Event (the Acquisition Price), then the
Board may instead provide that all outstanding Options shall terminate upon consummation of such Acquisition
Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if
any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such
outstanding Options (whether or not then exercisable) exceeds (B) the aggregate exercise price of such
Options.
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| | (b)  Change in Control Event that is not an Acquisition Event. Following the occurrence of a Change in
Control Event that does not also constitute an Acquisition Event, except to the extent specifically provided
to the contrary in the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| | instrument evidencing any Option or any other agreement between a Participant and the Company, each such
Option  shall be immediately exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participants employment with the Company or the acquiring
or succeeding corporation is terminated for Good Reason by the Participant or is terminated without Cause by
the Company or the acquiring or succeeding corporation.

(3) Effect on Restricted Stock Awards



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| | (a)  Acquisition Event that is not a Change in Control Event. Upon the occurrence of an Acquisition Event
that is not a Change in Control Event, the repurchase and other rights of the Company under each outstanding
Restricted Stock Award shall inure to the benefit of the Companys successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or exchanged for pursuant to such
Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to
such Restricted Stock Award.                                                                                                                                                                                                             
|
| | (b) Change in Control Event. Following the occurrence of  a Change in Control Event (regardless of whether
such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary
in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the
Company, each such Restricted Stock Award shall immediately become free from all conditions or restrictions
if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the
Participants employment with the Company or the acquiring or succeeding corporation is terminated for Good
Reason by the Participant or is terminated without Cause by the Company or the acquiring or succeeding
corporation.

(4) Effect on Other Awards



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | (a)  Acquisition Event that is not a Change in Control Event. The Board shall specify the effect of an
Acquisition Event that is not a Change in Control Event on any other Award granted under the Plan at  the
time of the grant of such Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (b)  Change in Control Event. Following the occurrence of a Change in Control Event (regardless of whether
such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary
in the instrument evidencing any Award or any other agreement between a Participant and the Company, each
such Award shall immediately become fully exercisable, realizable, vested or free from  conditions or
restrictions if, on or prior to the first anniversary of the date of the consummation of the Change in
Control Event, the Participants employment with the Company or the acquiring or succeeding corporation is
terminated for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring
or succeeding corporation.

(5) Limitations. Notwithstanding the foregoing provisions of this Section 8(c), if the Change in Control
Event is intended to be accounted for as a pooling of interests for

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financial accounting purposes, and if
the acceleration to be effected by the foregoing provisions of this Section 8(c) would preclude accounting
for the Change in Control Event as a pooling of interests for financial accounting purposes, then no such
acceleration shall occur upon the Change in Control Event.

9.     General Provisions Applicable to Awards

(a)  Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards
shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution,
and, during the life of the Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b)  Documentation. Each Award shall be evidenced by a written instrument in such form as the Board shall
determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

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

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

(e)  Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later
than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award,
when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted
under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The
Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to a Participant.

(f)  Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including but not
limited to, substituting therefor another Award of the same or a different type, changing the date of
exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the Participants consent to such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely affect the Participant.

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

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regulations, and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.

(h)  Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in
full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that
any other Awards may become exercisable in full or in part or free of some or all restrictions or conditions,
or otherwise realizable in full or in part, as the case may be.

10.     Miscellaneous

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

(b)  No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to
be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the
foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such dividend), then an optionee who
exercises an Option between the record date and the distribution date for such stock dividend shall be
entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock
acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the
close of business on the record date for such stock dividend.

(c)  Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by
the Board, but no Award granted to a Participant designated by the Board as subject to Section 162(m) of the
Code by the Board shall become exercisable, vested or realizable, as applicable to such Award, unless and
until the Plan has been approved by the Companys stockholders to the extent stockholder approval is required
by Section 162(m) in the manner required under Section 162(m) (including the vote required under Section
162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Companys
stockholders, but Awards previously granted may extend beyond that date.

(d)  Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any
time, provided that to the extent required by Section 162(m) of the Code, no Award granted to a Participant
designated as subject to Section 162(m) by the Board after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award (to the extent that such amendment to the Plan
was required to grant such Award to a particular Participant), unless and until such amendment shall have
been approved by the Companys stockholders as required by Section 162(m) (including the vote required under
Section 162(m)).

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(e)  Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts
of law.



| |                                                    
| | ---------------------------------------------------
| | Adopted by the Board of Directors
on May 22, 2000  
| |                                                    
| | Approved by the Stockholders on
July 12, 2000      
| |                                                    
| | Amended by the Board of Directors on
March 29, 2002
| |                                                    
| | Approved by the Stockholders on
May 8, 2002        

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