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EXHIBIT 10.1

ECLIPSYS CORPORATION

AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

1.     Purpose

The purpose of this Amended and Restated 1998 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 present or future subsidiary corporations of Eclipsys
Corporation 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 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) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum
number of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

(c) 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). If and when the
common stock, $0.01 par value per share, of the Company (the Common Stock) is
registered under the Securities Exchange Act of 1934 (the Exchange Act), the
Board shall appoint one such Committee of not less than





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two members, each member of which shall be an outside director within the
meaning of Section 162(m) of the Code and a non-employee director as defined
in Rule 16b-3 promulgated under the Exchange Act. All references in the Plan
to the Board shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Boards
powers or authority under the Plan have been delegated to such Committee or
executive officer.

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 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, (X) 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, (Y) 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 (the 1999 Plan), as such number shall be reduced to
the extent shares become reavailable for issuance under the 1999 Plan pursuant
to Section 4(a) thereof and (Z) the number of shares as to which Awards have
previously been made or shares issued under the Companys Amended and Restated
2000 Stock Incentive Plan (the 2000 Plan), as such number shall be reduced to
the extent shares become reavailable for issuance under the 2000 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

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this Section 4(c) applies and Section 8(e) also applies to any event, Section
8(e) 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 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.

(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. 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 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 otherwise provide in an Option Agreement,
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 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 the Board in
good faith (Fair Market Value), which Common Stock was owned by the
Participant at least six months prior to such delivery, (ii) by delivery of a
promissory note of the Participant to the Company on terms determined by the
Board, or (iii) by payment of such other lawful consideration as the Board may
determine; or

(4) 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

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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, 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, 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.     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 under the Plan 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 type
of Award may be made alone or in addition or in relation to any other type of
Award. The terms of each type of 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) Acquisition Events Acquisition and Change in Control Events.

(1) Definitions

a. An Acquisition Event shall mean:
4



| |                                                                                                                                                                                                                
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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) 30% or more of either (x) the then-outstanding
shares of common stock of the Company (the Outstanding
Company Common Stock) or (y) the combined voting power
of the then-outstanding securities of the Company
entitled to vote generally in the election of directors
(the Outstanding Company Voting Securities);
provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a
Change in Control Event: (A) any acquisition directly
from the Company (excluding an acquisition pursuant to
the exercise, conversion or 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; or



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| | (ii) such time as the Continuing Directors (as defined
below) constitute a minority 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

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

(2) Effect on Options



| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Change in Control Event), the Board shall provide that all
outstanding Options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); provided that if such
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 be immediately exercisable in full
upon the occurrence of such Acquisition Event. 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 (x) upon written notice to the Participants,
provide that all then unexercised Options will become
exercisable in full as of a specified time (the Acceleration
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, and/or (y)
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), provide that all outstanding Options
shall terminate upon consummation of such Acquisition Event
and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | b. Change in Control Event that is not an Acquisition Event.
Upon the occurrence of a Change in Control Event that does
not also constitute an                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Acquisition 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,
all Options then-outstanding shall automatically become
immediately exercisable in full.

(3) Effect on Restricted Stock Awards



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Upon 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, all restrictions and
conditions on all Restricted Stock Awards then-outstanding
shall automatically be deemed terminated or satisfied.                                                                                                 

(4) Effect on Other Awards



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Upon 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 other Award or any other agreement between a
Participant and the Company, all other Awards shall become
exercisable, realizable or vested in full, or shall be free
of all conditions or restrictions, as applicable to each such
Award.

(f) Assumption of Options Upon Certain Events. The Board may grant Awards
under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a
result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

(g) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. The Board may allow Participants
to satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at

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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.

(h) 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.

(i) 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 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.

(j) 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 all restrictions or that any other stock-based
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.

9.     Miscellaneous

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

(b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.

(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.

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(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)).

(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 April 8, 1998                   
| |                                                                      
| | Approved by the Stockholders on
June 5, 1998                         
| |                                                                      
| | Amended by the Board of Directors on
February 23, 1999               
| |                                                                      
| | Approved by the Stockholders on
April 21, 1999                       
| |                                                                      
| | Amended and Restated by the Board of Directors on
March 29, 2002     
| |                                                                      
| | Approved, as amended and restated, by the Stockholders on
May 8, 2002

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