<Page>

                                                                    Exhibit 10.1

                             CLAYTON HOLDINGS, INC.

                        2005 STOCK OPTION AND GRANT PLAN

SECTION 1.  GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the Clayton Holdings, Inc. 2005 Stock Option and
Grant Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
officers, employees, directors, consultants and other key persons of Clayton
Holdings, Inc., a Delaware corporation (the "Company"), and its Subsidiaries,
upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:

     "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "AWARD" or "AWARDS," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, or any combination
of the foregoing. "BOARD" means the Board of Directors of the Company or its
successor entity.

     "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "COMMITTEE" has the meaning specified in Section 2.

     "EFFECTIVE DATE" means the date on which the Plan is approved by
stockholders as set forth at the end of this Plan.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

     "FAIR MARKET VALUE" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Committee; PROVIDED, HOWEVER,
that (i) if the Stock trades on a national securities exchange, the Fair Market
Value on any given date is the closing sale price on such date; (ii) if the
Stock does not trade on any national securities exchange but is admitted to
trading on NASDAQ, the Fair Market Value on any given date is the closing sale

<Page>

price as reported by NASDAQ on such date; or if no such closing sale price
information is available, the average of the highest bid and lowest asked prices
for the Stock reported on such date. For any date that is not a trading day, the
Fair Market Value of the Stock for such date will be determined by using the
closing sale price or the average of the highest bid and lowest asked prices, as
appropriate, for the immediately preceding trading day. The Committee can
substitute a particular time of day or other measure of closing sale price if
appropriate because of changes in exchange or market procedures. Notwithstanding
the foregoing, if the date for which Fair Market Value is determined is the
first day when trading prices for the Stock are reported on NASDAQ or trading on
a national securities exchange, the Fair Market Value shall be the "Price to the
Public" (or equivalent) set forth on the cover page for the final prospectus
relating to the Company's Initial Public Offering.

     "INCENTIVE STOCK OPTION" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "INITIAL PUBLIC OFFERING" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, as a result of or following which the Stock shall be
publicly held.

     "NASDAQ" means the Nasdaq Stock Market, including the Nasdaq National
Market and the Nasdaq SmallCap Market.

     "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

     "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

     "RESTRICTED STOCK AWARD" means Awards granted pursuant to Section 6.

     "STOCK" means the Common Stock, par value $0.01 per share, of the Company,
subject to adjustments pursuant to Section 3.

     "SUBSIDIARY" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities beginning with the
Company if each of the corporations or entities (other than the last corporation
or entity in the unbroken chain) owns stock or other interests possessing fifty
percent (50%) or more of the economic interest or fifty percent (50%) or more of
the total combined voting power of all classes of stock or other interests in
one of the other corporations or entities in the chain.

     "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Section 7.

                                        2
<Page>

SECTION 2.  ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND
            DETERMINE AWARDS

     (a)    ADMINISTRATION OF PLAN. The Plan shall be administered by the Board,
or at the discretion of the Board, by a committee of the Board, comprised,
except as contemplated by Section 2(c), of not less than two (2) Directors. All
references herein to the Committee shall be deemed to refer to the group then
responsible for administration of the Plan at the relevant time (i.e., either
the Board of Directors or a committee or committees of the Board, as
applicable).

     (b)    POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

            (i)    to select the individuals to whom Awards may from time to
time be granted;

            (ii)   to determine the time or times of grant, and the extent, if
any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards, or any combination of the foregoing, granted
to any one or more grantees;

            (iii)  to determine the number of shares of Stock to be covered by
any Award and, subject to the provisions of Section 5(a)(i) below, the exercise
price and other terms relating thereto;

            (iv)   to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;

            (v)    to accelerate at any time the exercisability or vesting of
all or any portion of any Award;

            (vi)   to impose any limitations on Awards granted under the Plan,
including limitations on transfers, repurchase provisions and the like and to
exercise repurchase rights or obligations;

            (vii)  subject to the provisions of Section 5(a)(ii), to extend at
any time the period in which Stock Options may be exercised; and

            (viii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan grantees.

                                        3
<Page>

     (c)    DELEGATION OF AUTHORITY TO GRANT AWARDS. The Committee, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Committee's authority and duties with respect to the granting of
Awards at Fair Market Value, and in the event of such delegation, such Chief
Executive Officer shall be deemed a one-person Committee of the Board. Any such
delegation by the Committee shall include a limitation as to the amount of
Awards that may be granted during the period of the delegation and shall contain
guidelines as to the determination of the exercise price of any Option, the
conversion ratio or price of other Awards and the vesting criteria. Any such
delegation by the Committee shall also provide that the Chief Executive Officer
may not grant awards to himself or herself without the approval of the Board of
Directors of the Company. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.

     (d)    INDEMNIFICATION. Neither the Board nor the Committee, nor any member
of either or any delegatee thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegatee
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees and expenses) arising or resulting
therefrom to the fullest extent permitted by law and/or under any directors' and
officers' liability insurance coverage which may be in effect from time to time.

     (e)    DEFERRAL ARRANGEMENT. The Committee may establish rules and
procedures setting forth the circumstances under which the distribution or the
receipt of Stock and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the grantee and whether and
to what extent the Company shall pay or credit amounts constituting interest (at
rates determined by the Committee) or dividends or deemed dividends on such
deferrals.

SECTION 3.  STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

     (a)    STOCK ISSUABLE. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 7,398,236 shares of Stock,
subject to adjustment as provided in Section 3(b). For purposes of this
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. If the exercise price of any
Award is satisfied by tendering shares of stock to the Company (either by actual
delivery or by attestation) only the number of shares of stock issued, net of
shares of stock tendered, shall be deemed delivered for purposes of determining
the maximum number of shares of Stock available for Awards under the Plan.
Subject to such overall limitation, shares of Stock may be issued up to such
maximum number pursuant to any type or types of Award; PROVIDED, HOWEVER, that
from and after the date the Company becomes subject to the deduction limit
imposed by Section 162(m) of the Code, Stock Options with respect to no more
than 500,000 shares of Stock may be granted to any one individual grantee during
any one calendar year period. The shares available for issuance under

                                        4
<Page>

the Plan may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company and held in its treasury.

     (b)    CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger, consolidation
or sale of all or substantially all of the assets of the Company, the
outstanding shares of Stock are converted into or exchanged for a different
number or kind of securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Committee shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan, (ii) if applicable, the number of Stock Options that can be granted to any
one individual grantee, (iii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, (iv) the repurchase price
per share subject to each outstanding Restricted Stock Award, and (v) the
exercise price and/or exchange price for each share subject to any then
outstanding Stock Options under the Plan, without changing the aggregate
exercise price (i.e., the exercise price multiplied by the number of Stock
Options ) as to which such Stock Options remain exercisable. The adjustment by
the Committee shall be final, binding and conclusive. No fractional shares of
Stock shall be issued under the Plan resulting from any such adjustment, but the
Committee in its discretion may make a cash payment in lieu of fractional
shares.

     The Committee may also adjust the number of shares subject to outstanding
Awards and the exercise price and the terms of outstanding Awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan, PROVIDED THAT no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

     (c)    MERGERS AND OTHER SALE EVENTS. In the case of and subject to the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale
of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the outstanding shares of Stock are converted into or
exchanged for securities of the successor entity and the holders of the
Company's outstanding voting power immediately prior to such transaction do not
own at least a majority of the outstanding voting power of the successor entity
immediately upon completion of such transaction, (iv) the sale of all or a
majority of the outstanding Stock of the Company to an unrelated person or
entity or (v) any other transaction in which the holders of the Company's
outstanding voting power immediately prior to such transaction do not own at
least a majority of the outstanding voting power of a successor entity
immediately upon completion of the transaction (in each case, regardless of the
form thereof, a "Sale Event"), unless otherwise provided in the Award agreement,
the Plan and all outstanding Options issued hereunder shall terminate upon the
effective time of any such Sale Event, unless provision is made in connection

                                        5
<Page>

with such Sale Event in the sole discretion of the parties thereto for the
assumption or continuation of Options theretofore granted by the successor
entity, or the substitution of such Options with new Options of the successor
entity or a parent or subsidiary thereof, with such adjustment as to the number
and kind of shares and, if appropriate, the per share exercise prices as such
parties shall agree (in all cases, after taking into account any acceleration,
if any, hereunder). In the event of such termination, each grantee shall be
permitted, within a specified period of time prior to the consummation of the
Sale Event as determined by the Committee, to exercise all outstanding Options
held by such grantee which are then exercisable or will become exercisable as of
the effective time of the Sale Event; PROVIDED, HOWEVER, that the exercise of
Options not exercisable prior to the Sale Event shall be subject to the
consummation of the Sale Event. In the event of a Sale Event pursuant to which
holders of the Stock of the Company will receive upon consummation thereof a
cash payment for each share surrendered in the Sale Event, the Company shall
have the right, but not the obligation, to make or provide for a cash payment to
the holders of vested Options, in exchange for the cancellation thereof, in an
amount equal to the difference between (a) the value as determined by the
Committee of the consideration payable per share of Stock pursuant to the Sale
Event (the "Sale Price") times the number of shares of Stock subject to such
outstanding Options (to the extent then exercisable at prices not in excess of
the Sale Price) and (b) the aggregate exercise price of all such outstanding
Options. In the event provision is made in connection with the Sale Event for
the assumption or continuation of Awards, or the substitution of such Awards
with new Awards of the successor entity or parent thereof, then any Award so
assumed or continued or substituted therefor shall be deemed vested and
exercisable in full upon the date on which the grantee's employment or service
relationship with the Company and its subsidiaries or successor entity, as the
case may be, terminates if such termination occurs (i) within a specified period
after such Sale Event and (ii) such termination is by the Company or its
Subsidiaries or successor entity without Cause (as defined in the relevant Award
agreement) or by the grantee for Good Reason (as defined in the relevant Award
agreement).The treatment of Restricted Stock Awards in connection with any such
transaction shall be as specified in the relevant Award agreement.

     (d)    SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for similar stock based awards held by employees, directors or
other key persons of another corporation in connection with a merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Committee may direct that the substitute awards be
granted on such terms and conditions as the Committee considers appropriate in
the circumstances. Any substitute Awards granted under the Plan shall not count
against the share limitation set forth in Section 3(a).

SECTION 4.  ELIGIBILITY

     Grantees in the Plan will be such full or part-time officers, employees,
directors, consultants, advisors, and other key persons (including prospective
employees, but conditioned on their employment) of the Company and its
Subsidiaries who are responsible for, or contribute to, the management, growth
or profitability of the Company and its Subsidiaries as are selected from time
to time by the Committee in its sole and absolute discretion; provided, however,
that

                                        6
<Page>

an Incentive Stock Option may be granted only to a person who, at the time the
Incentive Stock Option is granted, is an employee of the Company or any of its
Subsidiaries.

SECTION 5.  STOCK OPTIONS

     Any Stock Option granted under the Plan shall be pursuant to a Stock Option
Agreement which shall be in such form as the Committee may from time to time
approve. Option agreements need not be identical.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

     No Incentive Stock Option shall be granted under the Plan after the date
which is ten (10) years from the date the Plan is approved by the Board.

     (a)    TERMS OF STOCK OPTIONS. Stock Options granted under the Plan shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable. If the Committee so determines, Stock
Options may be granted in lieu of cash compensation at the grantee's election,
subject to such terms and conditions as the Committee may establish, as well as
in addition to other compensation.

            (i)    EXERCISE PRICE. The exercise price per share for the Stock
covered by a Stock Option shall be determined by the Committee at the time of
grant but, in the case of Incentive Stock Options, shall not be less than one
hundred percent (100%) of the Fair Market Value on the date of grant. If an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than ten percent (10%) of the combined voting power of
all classes of stock of the Company or any parent or Subsidiary and an Incentive
Stock Option is granted to such employee, the option price of such Incentive
Stock Option shall be not less than one hundred ten percent (110%) of the Fair
Market Value on the grant date.

            (ii)   OPTION TERM. The term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the term of such Stock Option shall be no more than
five (5) years from the date of grant.

            (iii)  EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a

                                        7
<Page>

stockholder only as to shares acquired upon the exercise of a Stock Option and
not as to unexercised Stock Options.

            (iv)   METHOD OF EXERCISE. Stock Options may be exercised in whole
or in part, by giving written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods (or any combination thereof) to the extent
provided in the Award agreement or as otherwise provided by the Committee:

                   (A)    In cash, by certified or bank check or by wire
     transfer of immediately available funds, or other instrument acceptable to
     the Committee in U.S. funds payable to the order of the Company in an
     amount equal to the purchase price of such shares issuable pursuant to the
     Award;

                   (B)    If permitted by the Committee, through the delivery
     (or attestation to the ownership) of shares of Stock that have been
     purchased by the optionee on the open market or that have been beneficially
     owned by the optionee for at least six (6) months and are not then subject
     to restrictions under any Company plan. Such surrendered shares shall be
     valued at Fair Market Value on the exercise date;

                   (C)    If permitted by the Committee, by the optionee
     delivering to the Company a properly executed exercise notice together with
     irrevocable instructions to a broker to promptly deliver to the Company
     cash or a check payable and acceptable to the Company to pay the purchase
     price; PROVIDED THAT in the event the optionee chooses to pay the purchase
     price as so provided, the optionee and the broker shall comply with such
     procedures and enter into such agreements of indemnity and other agreements
     as the Committee shall prescribe as a condition of such payment procedure.

     Payment instruments will be received subject to collection. No certificates
for shares of Stock so purchased will be issued to optionee until the Company
has completed all steps required by law to be taken in connection with the
issuance and sale of the shares, including without limitation (i) receipt of a
representation from the optionee at the time of exercise of the Option that the
optionee is purchasing the shares for the optionee's own account and not with a
view to any sale or distribution thereof, (ii) the legending of any certificate
representing the shares to evidence the foregoing representations and
restrictions, and (iii) obtaining from optionee payment or provision for all
withholding taxes due as a result of the exercise of the Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his or her stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or
applicable provisions of laws. In the event an optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the optionee upon the
exercise of the Stock Option shall be net of the number of shares attested to.

     (b)    ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value

                                        8
<Page>

(determined as of the time of grant) of the shares of Stock with respect to
which Incentive Stock Options granted under this Plan and any other plan of the
Company or its parent and Subsidiaries become exercisable for the first time by
an optionee during any calendar year shall not exceed $100,000. To the extent
that any Stock Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.

     (c)    NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee, or by the optionee's legal
representative or guardian in the event of the optionee's incapacity.
Notwithstanding the foregoing, the Committee, in its sole discretion, may
provide in the Award agreement regarding a given Option that the optionee may
transfer, without consideration for the transfer, his or her Non-Qualified Stock
Options to members of his or her immediate family, to trusts for the benefit of
such family members, or to partnerships in which such family members are the
only partners, PROVIDED THAT the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable
Option.

SECTION 6.  RESTRICTED STOCK AWARDS

     (a)    NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an
Award pursuant to which the Company may, in its sole discretion, grant or sell,
at such purchase price as determined by the Committee, in its sole discretion,
shares of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock"), which purchase price shall
be payable in cash or other form of consideration acceptable to the Committee.
Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. The
terms and conditions of each such agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and
grantees, all of whom must be eligible persons under Section 4 hereof.

     (b)    RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument
setting forth the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the Committee
shall otherwise determine, certificates evidencing the Restricted Stock shall
remain in the possession of the Company until such Restricted Stock is vested as
provided in subsection (d) below of this Section, and the grantee shall be
required, as a condition of the grant, to deliver to the Company a stock power
endorsed in blank.

     (c)    RESTRICTIONS. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award agreement. If a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates under the conditions specified in the relevant
instrument relating to the Award, or upon such other event or events as may be
stated in the instrument evidencing the Award, the Company or its assigns shall
have the right or shall agree,

                                        9
<Page>

as may be specified in the relevant instrument, to repurchase some or all of the
shares of Stock subject to the Award at such purchase price as is set forth in
such instrument.

     (d)    VESTING OF RESTRICTED STOCK. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which Restricted Stock
shall become vested, subject to such further rights of the Company or its
assigns as may be specified in the instrument evidencing the Restricted Stock
Award.

     (e)    WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted Stock
Award agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.

SECTION 7.  UNRESTRICTED STOCK AWARDS

     (a)    GRANT OR SALE OF UNRESTRICTED STOCK. The Committee may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Committee) an Unrestricted Stock Award to any grantee, pursuant to which
such grantee may receive shares of Stock free of any vesting restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted
or sold as described in the preceding sentence in respect of past services or
other valid consideration, or in lieu of any cash compensation due to such
individual.

     (b)    ELECTIONS TO RECEIVE UNRESTRICTED STOCK IN LIEU OF COMPENSATION.
Upon the request of an eligible person under Section 4 hereof and with the
consent of the Committee, each such grantee may, pursuant to an advance written
election delivered to the Company no later than the date specified by the
Committee, receive a portion of the cash compensation otherwise due to such
grantee in the form of shares of Unrestricted Stock either currently or on a
deferred basis.

     (c)    RESTRICTIONS ON TRANSFERS. The right to receive shares of
Unrestricted Stock on a deferred basis may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and
distribution.

SECTION 8.  TAX WITHHOLDING

     Each grantee shall, no later than the date as of which the value of an
Award or of any Stock or other amounts received thereunder first becomes
includable in the gross income of the grantee for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Committee regarding
payment of, any federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. The Company and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the grantee. The Company's obligation to
deliver stock certificates to any grantee is subject to and conditioned on tax
obligations being satisfied by the grantee.

                                       10
<Page>

SECTION 9.  TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a)    a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary;
or

     (b)    an approved leave of absence for military service, sickness or
disability, or for any other purpose approved by the Committee, if the
employee's right to re-employment is guaranteed either by a statute or by
contract or under the policy pursuant to which the leave of absence was granted
or if the Committee otherwise so provides in writing.

SECTION 10. AMENDMENTS AND TERMINATION

     The Board may, at any time, amend or discontinue the Plan and the Committee
may, at any time, amend or cancel any outstanding Award (or provide substitute
Awards at the same or a reduced exercise or purchase price or with no exercise
or purchase price in a manner not inconsistent with the terms of the Plan,
provided that such price, if any, must satisfy the requirements which would
apply to the substitute or amended Award if it were then initially granted under
this Plan for the purpose of satisfying changes in law or for any other lawful
purpose), but no such action shall adversely affect rights under any outstanding
Award without the holder's consent. In addition, to the extent determined by the
Committee to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan
amendments shall be subject to approval by the Company's stockholders who are
entitled to vote at a meeting of stockholders. Nothing in this Section 10 shall
limit the Board's or Committee's authority to take any action permitted pursuant
to Section 3(c).

SECTION 11. STATUS OF PLAN

     With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, PROVIDED
THAT the existence of such trusts or other arrangements is consistent with the
foregoing sentence.

SECTION 12. GENERAL PROVISIONS

     (a)    NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. No shares of Stock shall be issued
pursuant to an Award until all applicable securities

                                       11
<Page>

law and other legal and stock exchange or similar requirements have been
satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

     (b)    DELIVERY OF STOCK CERTIFICATES. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company.

     (c)    OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

     (d)    TRADING POLICY RESTRICTIONS. Option exercises and other Awards under
the Plan shall be subject to such Company's insider-trading-policy-related
restrictions, terms and conditions as may be established by the Committee, or in
accordance with policies set by the Committee, from time to time.

     (e)    LOANS TO AWARD RECIPIENTS. The Company shall have the authority, to
the extent permitted by law, to make loans to recipients of Awards hereunder
(including to facilitate the purchase of shares) and shall further have the
authority to issue shares for promissory notes hereunder

     (f)    DESIGNATION OF BENEFICIARY. Each grantee to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment or issuance of stock under any Award payable or
issuable on or after the grantee's death. Any such designation shall be on a
form provided for that purpose by the Committee and shall not be effective until
received by the Committee. If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee's estate.

SECTION 13. EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the stockholders in
accordance with applicable law. Subject to such approval by the stockholders and
to the requirement that no Stock may be issued hereunder prior to such approval,
Stock Options and other Awards may be granted hereunder on and after adoption of
this Plan by the Board.

                                       12
<Page>

SECTION 14. GOVERNING LAW

     This Plan and all Awards and actions taken thereunder shall be governed by
Delaware law, applied without regard to conflict of law principles.


ADOPTED BY BOARD OF DIRECTORS:   March 31, 2005

APPROVED BY STOCKHOLDERS:        March 31, 2005

                                       13