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                                                                 EXHIBIT 10.2.1






                                 DELTAGEN, INC.

                           2000 STOCK INCENTIVE PLAN

                    (Adopted by the Board on April 9, 2000)

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                               TABLE OF CONTENTS

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SECTION 1. ESTABLISHMENT AND PURPOSE ..........................................1

SECTION 2. DEFINITIONS.........................................................1
  (a) "Affiliate"..............................................................1
  (b) "Award"..................................................................1
  (c) "Board of Directors".....................................................1
  (d) "Change in Control"......................................................1
  (e) "Code"...................................................................2
  (f) "Committee"..............................................................2
  (g) "Company"................................................................2
  (h) "Consultant".............................................................2
  (i) "Employee"...............................................................2
  (j) "Exchange Act"...........................................................2
  (k) "Exercise Price".........................................................3
  (l) "Fair Market Value"......................................................3
  (m) "ISO"....................................................................3
  (n) "Nonstatutory Option" or "NSO"...........................................3
  (o) "Offeree" ...............................................................3
  (p) "Option" ................................................................3
  (q) "Optionee"...............................................................3
  (r) "Outside Director".......................................................3
  (s) "Parent".................................................................4
  (t) "Participant"............................................................4
  (u) "Plan"...................................................................4
  (v) "Purchase Price".........................................................4
  (w) "Restricted Share".......................................................4
  (x) "Restricted Share Agreement".............................................4
  (y) "SAR"....................................................................4
  (z) "SAR Agreement"..........................................................4
  (aa) "Service"...............................................................4
  (bb) "Share".................................................................4
  (cc) "Stock".................................................................4
  (dd) "Stock Option Agreement"................................................5
  (ee) "Stock Purchase Agreement"..............................................5
  (ff) "Stock Unit"............................................................5
  (gg) "Stock Unit Agreement"..................................................5
  (hh) "Subsidiary"............................................................5
  (ii) "Total and Permanent Disability"........................................5

SECTION 3. ADMINISTRATION .....................................................5
  (a) Committee Procedures ....................................................5
  (b) Committee Responsibilities ..............................................6
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SECTION 4. ELIGIBILITY.........................................................7
  (a) General Rule ............................................................7
  (b) Outside Directors .......................................................7
  (c) Limitation On Grants ....................................................8
  (d) Ten-Percent Stockholders ................................................8
  (e) Attribution Rules........................................................8
  (f) Outstanding Stock........................................................8

SECTION 5. STOCK SUBJECT TO PLAN ..............................................8
  (a) Basic Limitation ........................................................8
  (b) Annual Increase in Shares ...............................................8
  (c) Additional Shares .......................................................9
  (d) Dividend Equivalents ....................................................9

SECTION 6. RESTRICTED SHARES ..................................................9
  (a) Restricted Stock Agreement...............................................9
  (b) Payment for Awards.......................................................9
  (c) Vesting ................................................................10
  (d) Voting and Dividend Rights .............................................10

SECTION 7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES......................10
  (a) Duration of Offers and Nontransferability of Rights ....................10
  (b) Purchase Price .........................................................10
  (c) Withholding Taxes ......................................................10
  (d) Restrictions on Transfer of Shares .....................................11

SECTION 8. TERMS AND CONDITIONS OF OPTIONS ...................................11
  (a) Stock Option Agreement .................................................11
  (b) Number of Shares........................................................11
  (c) Exercise Price..........................................................11
  (d) Withholding Taxes ......................................................11
  (e) Exercisability and Term ................................................12
  (f) Nontransferability .....................................................12
  (g) Exercise of Options Upon Termination of Service ........................12
  (h) Effect of Change in Control ............................................12
  (i) Leaves of Absence ......................................................13
  (j) No Rights as a Stockholder..............................................13
  (k) Modification, Extension and Renewal of Options .........................13
  (l) Restrictions on Transfer of Shares .....................................13
  (m) Buyout Provisions ......................................................13

SECTION 9. PAYMENT FOR SHARES ................................................13
  (a) General Rule ...........................................................13
  (b) Surrender of Stock .....................................................14
  (c) Services Rendered ......................................................14
  (d) Cashless Exercise ......................................................14
  (e) Exercise/Pledge ........................................................14
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  (f) Promissory Note ........................................................14
  (g) Other Forms of Payment .................................................14

SECTION 10. STOCK APPRECIATION RIGHTS ........................................15
  (a) SAR Agreement ..........................................................15
  (b) Number of Shares .......................................................15
  (c) Exercise Price .........................................................15
  (d) Exercisability and Term ................................................15
  (e) Effect of Change in Control ............................................15
  (f) Exercise of SARs .......................................................16
  (g) Modification or Assumption of SARs .....................................16

SECTION 11. STOCK UNITS ......................................................16
  (a) Stock Unit Agreement ...................................................16
  (b) Payment for Awards .....................................................16
  (c) Vesting Conditions .....................................................16
  (d) Voting and Dividend Rights .............................................17
  (e) Form and Time of Settlement of Stock Units .............................17
  (f) Death of Recipient .....................................................17
  (g) Creditors' Rights ......................................................17

SECTION 12. PROTECTION AGAINST DILUTION ......................................18
  (a) Adjustments ............................................................18
  (b) Dissolution or Liquidation .............................................18
  (c) Reorganizations ........................................................18

SECTION 13. DEFERRAL OF AWARDS ...............................................19

SECTION 14. AWARDS UNDER OTHER PLANS .........................................19

SECTION 15. PAYMENT OF DIRECTOR'S FEES IN SECURITIES .........................20
  (a) Effective Date .........................................................20
  (b) Elections to Receive NSOs, Restricted Shares or Stock Units ............20
  (c) Number and Terms of NSOs, Restricted Shares or Stock Units..............20

SECTION 16. ADJUSTMENT OF SHARES .............................................20
  (a) General ................................................................20
  (b) Reorganizations ........................................................20
  (c) Reservation of Rights ..................................................20

SECTION 17. LEGAL AND REGULATORY REQUIREMENTS ................................21

SECTION 18. WITHHOLDING TAXES ................................................21
  (a) General ................................................................21
  (b) Share Withholding ......................................................21

SECTION 19. LIMITATION ON PARACHUTE PAYMENTS .................................21
  (a) Scope of Limitation ....................................................21
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  (b) Basic Rule..............................................................21
  (c) Reduction of Payments ..................................................22
  (d) Overpayments and Underpayments .........................................22
  (e) Related Corporations ...................................................23

SECTION 20. NO EMPLOYMENT RIGHTS .............................................23

SECTION 21. DURATION AND AMENDMENTS...........................................23
  (a) Term of the Plan .......................................................23
  (b) Right to Amend or Terminate the Plan ...................................23
  (c) Effect of Amendment or Termination .....................................23

SECTION 22. EXECUTION.........................................................23
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                                 DELTAGEN, INC.

                            2000 STOCK INCENTIVE PLAN

                     (Adopted by the Board on April 9, 2000)

SECTION 1. ESTABLISHMENT AND PURPOSE.

         The Plan was adopted by the Board of Directors effective April 9,
2000. The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder value by (a) encouraging Employees, Outside
Directors and Consultants to focus on critical long-range objectives, (b)
encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside
Directors and Consultants directly to stockholder interests through increased
stock ownership. The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares, Stock Units, Options (which may constitute
incentive stock options or nonstatutory stock options) or stock appreciation
rights.

SECTION 2. DEFINITIONS

         (a)      "AFFILIATE" shall mean any entity other than a Subsidiary, if
the Company and/or one of more Subsidiaries own not less than fifty percent
(50%) of such entity.

         (b)      "AWARD" shall mean any award of an Option, a SAR, a Restricted
Share or a Stock Unit under the Plan.

         (c)      "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time.

         (d)      "CHANGE IN CONTROL" shall mean the occurrence of either of the
following events:

                  (i)      A change in the composition of the Board of
         Directors, as a result of which fewer than one-half of the incumbent
         directors are directors who either:

                           (A)      Had been directors of the Company
                  twenty-four (24) months prior to such change; or

                           (B)      Were elected, or nominated for election, to
                  the Board of Directors with the affirmative votes of at least
                  a majority of the directors who had been directors of the
                  Company twenty-four (24) months prior to such change and who
                  were still in office at the time of the election or
                  nomination; or

                  (ii)     Any "person" (as such term is used in sections 13(d)
         and 14(d) of the Exchange Act) who by the acquisition or aggregation of
         securities, is or becomes the beneficial owner, directly or indirectly,
         of securities of the Company representing fifty percent (50%) or more
         of the combined voting power of the Company's then outstanding
         securities ordinarily (and apart from rights accruing under special
         circumstances) having


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         the right to vote at elections of directors (the "Base Capital Stock");
         except that any change in the relative beneficial ownership of the
         Company's securities by any person resulting solely from a reduction in
         the aggregate number of outstanding shares of Base Capital Stock, and
         any decrease thereafter in such person's ownership of securities, shall
         be disregarded until such person increases in any manner, directly or
         indirectly, such person's beneficial ownership of any securities of the
         Company. For purposes of this Subsection (ii), the term "person" shall
         not include an employee benefit plan maintained by the Company.

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

         (f)      "COMMITTEE" shall mean the committee designated by the Board
of Directors, which is authorized to administer the Plan under Section 3 hereof.
The Committee shall have membership composition which enables the Options or
other rights granted under the Plan to qualify for exemption under Rule 16b-3
with respect to persons who are subject to Section 16 of the Exchange Act.

         (g)      "COMPANY" shall mean Deltagen, Inc., a Delaware corporation.

         (h)      "CONSULTANT" shall mean a consultant or advisor who provides
bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in the second sentence of
Section 4(a) and Section 4(b).

         (i)      "EMPLOYEE" shall mean (i) any individual who is a common-law
employee of the Company or of a Subsidiary; (ii) a member of the Board of
Directors, including (without limitation) an Outside Director, or an affiliate
of a member the Board of Directors; (iii) a member of the board of directors of
a Subsidiary; or (iv) an independent contractor or advisor who performs services
for the Company or a Subsidiary. Service as a member of the Board of Directors,
a member of the board of directors of a Subsidiary or as an independent
contractor or advisor shall be considered employment for all purposes of the
Plan except the second sentence of Section 4(a) and Section 4(b).

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

         (k)      "EXERCISE PRICE" shall mean, in the case of an Option, the
amount for which one Common Share may be purchased upon exercise of such Option,
as specified in the applicable Stock Option Agreement. "Exercise Price," in the
case of a SAR, shall mean an amount, as specified in the applicable SAR
Agreement, which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.

         (l)      "FAIR MARKET VALUE" shall mean (i) the closing price of a
Share on the principal exchange which the Shares are trading, on the date on
which the Fair Market Value is determined (if Fair Market Value is determined on
a date which the principal exchange is closed, Fair Market Value shall be
determined on the last immediately preceding trading day), or (ii) if the Shares
are not traded on an exchange but are quoted on the Nasdaq National Market or a
successor quotation system, the closing price on the date on which the Fair
Market Value is determined, or (iii) if the Shares are not traded on an exchange
or quoted on the Nasdaq National


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Market or a successor quotation system, the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

         (m)      "ISO" shall mean an employee incentive stock option described
in Code section 422.

         (n)      "NONSTATUTORY OPTION" or "NSO" shall mean an employee stock
option that is not an ISO.

         (o)      "OFFEREE" shall mean an individual to whom the Committee has
offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).

         (p)      "OPTION" shall mean an ISO or Nonstatutory Option granted
under the Plan and entitling the holder to purchase Shares.

         (q)      "OPTIONEE" shall mean an individual or estate who holds an
Option or SAR.

         (r)      "OUTSIDE DIRECTOR" shall mean a member of the Board of
Directors who is not a common-law employee of the Company or of a Subsidiary.
Service as an Outside Director shall be considered employment for all purposes
of the Plan, except as provided in the second sentence of Section 4(a).

         (s)      "PARENT" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be a parent commencing as
of such date.

         (t)      "PARTICIPANT" shall mean an individual or estate who holds an
Award.

         (u)      "PLAN" shall mean this 2000 Stock Incentive Plan of Deltagen,
Inc., as amended from time to time.


         (v)      "PURCHASE PRICE" shall mean the consideration for which one
Share may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Committee.

         (w)      "RESTRICTED SHARE" shall mean a Common Share awarded under the
Plan.

         (x)      "RESTRICTED SHARE AGREEMENT" shall mean the agreement between
the Company and the recipient of a Restricted Share which contains the terms,
conditions and restrictions pertaining to such Restricted Shares.

         (y)      "SAR" shall mean a stock appreciation right granted under the
Plan.

         (z)      "SAR AGREEMENT" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her SAR.


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         (aa)     "SERVICE" shall mean service as an Employee.

         (bb)     "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 9 (if applicable).

         (cc)     "STOCK" shall mean the Common Stock of the Company.

         (dd)     "STOCK OPTION AGREEMENT" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his Option.

         (ee)     "STOCK PURCHASE AGREEMENT" shall mean the agreement between
the Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

         (ff)     "STOCK UNIT" shall mean a bookkeeping entry representing the
equivalent of one Common Share, as awarded under the Plan.

         (gg)     "STOCK UNIT AGREEMENT" shall mean the agreement between the
Company and the recipient of a Stock Unit which contains the terms, conditions
and restrictions pertaining to such Stock Unit.

         (hh)     "SUBSIDIARY" shall mean any corporation, if the Company
and/or one or more other Subsidiaries own not less than fifty percent (50%) of
the total combined voting power of all classes of outstanding stock of such
corporation. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of
such date.

         (ii)     "TOTAL AND PERMANENT DISABILITY" shall mean that the Optionee
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last, for a
continuous period of not less than twelve (12) months.

SECTION 3. ADMINISTRATION.

         (a)      COMMITTEE PROCEDURES. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of two or more directors of
the Company, who shall be appointed by the Board of Directors. The Board of
Directors shall designate one of the members of the Committee as chairman. The
Committee may hold meetings at such times and places as it shall determine. The
acts of a majority of the Committee members present at meetings at which a
quorum exists, or acts reduced to or approved in writing by all Committee
members, shall be valid acts of the Committee.

         (b)      COMMITTEE RESPONSIBILITIES. Subject to the provisions of the
Plan, the Committee shall have full authority and discretion to take the
following actions:

                  (i)      To interpret the Plan and to apply its provisions;


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                  (ii)     To adopt, amend or rescind rules, procedures and
         forms relating to the Plan;

                  (iii)    To authorize any person to execute, on behalf of the
         Company, any instrument required to carry out the purposes of the Plan;

                  (iv)     To determine when Shares are to be awarded or offered
         for sale and when Options are to be granted under the Plan;

                  (v)      To select the Offerees and Optionees;

                  (vi)     To determine the number of Shares to be offered to
         each Offeree or to be made subject to each Option;

                  (vii)    To prescribe the terms and conditions of each award
         or sale of Shares, including (without limitation) the Purchase Price,
         the vesting of the award (including accelerating the vesting of awards)
         and to specify the provisions of the Stock Purchase Agreement relating
         to such award or sale;

                  (viii)   To prescribe the terms and conditions of each Option,
         including (without limitation) the Exercise Price, the vesting or
         duration of the Option (including accelerating the vesting of the
         Option), to determine whether such Option is to be classified as an ISO
         or as a Nonstatutory Option, and to specify the provisions of the Stock
         Option Agreement relating to such Option;

                  (ix)     To amend any outstanding Stock Purchase Agreement or
         Stock Option Agreement, subject to applicable legal restrictions and to
         the consent of the Offeree or Optionee who entered into such agreement;

                  (x)      To prescribe the consideration for the grant of each
         Option or other right under the Plan and to determine the sufficiency
         of such consideration;

                  (xi)     To determine the disposition of each Option or other
         right under the Plan in the event of an Optionee's or Offeree's divorce
         or dissolution of marriage;

                  (xii)    To determine whether Options or other rights under
         the Plan will be granted in replacement of other grants under an
         incentive or other compensation plan of an acquired business;

                  (xiii)   To correct any defect, supply any omission, or
         reconcile any inconsistency in the Plan, any Stock Option Agreement or
         any Stock Purchase Agreement; and

                  (xiv)    To take any other actions deemed necessary or
         advisable for the administration of the Plan.

Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its


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authority with regard to the selection for participation of or the granting of
Options or other rights under the Plan to persons subject to Section 16 of the
Exchange Act. All decisions, interpretations and other actions of the Committee
shall be final and binding on all Offerees, all Optionees, and all persons
deriving their rights from an Offeree or Optionee. No member of the Committee
shall be liable for any action that he has taken or has failed to take in good
faith with respect to the Plan, any Option, or any right to acquire Shares under
the Plan.

SECTION 4. ELIGIBILITY

         (a)      GENERAL RULE. Only Employees shall be eligible for the grant
of Restricted Shares, Stock Units, NSOs or SARs. In addition, only individuals
who are employed as common-law employees by the Company, a Parent or a
Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who
owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the
requirements set forth in section 422(c)(6) of the Code are satisfied.

         (b)      OUTSIDE DIRECTORS. Any other provision of the Plan
notwithstanding, the participation of Outside Directors in the Plan shall be
subject to the following restrictions:

                  (i)      Outside Directors shall only be eligible for the
         grant of Restricted Shares, Stock Units, Nonstatutory Options and SARs.

                  (ii)     Each Outside Director shall automatically be granted
         a Nonstatutory Option to purchase twenty thousand (20,000) Shares
         (subject to adjustment under Section 16) as a result of their
         appointment as an Outside Director on, or after, the effectiveness of
         the Company's initial public offering of the Stocks. In addition, upon
         the conclusion of each regular annual meeting of the Company's
         stockholders occurring after 2000 and following the meeting at which
         they were appointed, each Outside Director who will continue serving as
         a member of the Board thereafter shall receive a Nonstatutory Option to
         purchase five-thousand (5,000) Shares (subject to adjustment under
         Section 16).

                  (iii)    The Exercise Price of all Nonstatutory Options
         granted to an Outside Director under this Section 4(b) shall be equal
         to one hundred percent (100%) of the Fair Market Value of a Share on
         the date of grant, payable in one of the forms described in Section
         9(a), (b) and (d).

                  (iv)     All Nonstatutory Options granted to an Outside
         Director under this Section 4(b) shall terminate on the earliest of (A)
         the tenth (10th) anniversary of the date of grant of such Options or
         (B) the date twelve (12) months after the termination of such Outside
         Director's service for any reason.

         (c)      LIMITATION ON GRANTS. No Employee shall be granted Options to
purchase more than seven-hundred fifty thousand (750,000) Shares in any fiscal
year of the Company, except that Options granted to a new Employee in the fiscal
year of the Company in which his or her


                                     - 6 -
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service as an Employee first commences shall not pertain to more than one
million five-hundred thousand (1,500,000) Common Shares.

         (d)      TEN-PERCENT STOCKHOLDERS. An Employee who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Company or any of its Subsidiaries shall not be eligible for the
grant of an ISO unless such grant satisfies the requirements of Code section
422(c)(6).

         (e)      ATTRIBUTION RULES. For purposes of Subsection (d) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries.

         (f)      OUTSTANDING STOCK. For purposes of Subsection (d) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.

SECTION 5. STOCK SUBJECT TO PLAN.

         (a)      BASIC LIMITATION. Shares offered under the Plan shall be
authorized but unissued Shares or treasury Shares. The maximum aggregate number
of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall
not exceed four million eight-hundred (4,800,000) Shares, plus the additional
Shares described in Sections (b) and (c), but in no event more than forty
million Shares (40,000,000). The limitation of this Section 5(a) shall be
subject to adjustment pursuant to Section 12.

         (b)      ANNUAL INCREASE IN SHARES. As of January 1 of each year,
commencing with the year 2001, the aggregate number of Options, SARs, Stock
Units and Restricted Shares that may be awarded under the Plan shall
automatically increase by a number equal to the lesser of (i) four million
(4,000,000) shares, (ii) 5% of the fully diluted outstanding shares of Common
Stock of the Company on such date or (iii) a lesser amount determined by the
Board. The aggregate number of Shares which may be issued under the Plan shall
at all times be subject to adjustment pursuant to Section 16. The number of
Shares which are subject to Options or other rights outstanding at any time
under the Plan shall not exceed the number of Shares which then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at
all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.

         (c)      ADDITIONAL SHARES. If Restricted Shares or Common Shares
issued upon the exercise of Options are forfeited, then such Shares shall
again become available for Awards under the Plan. If Stock Units, Options or
SARs are forfeited or terminate for any other reason before being exercised,
then the corresponding Common Shares shall again become available for Awards
under the Plan. If Stock Units are settled, then only the number of Common
Shares (if any) actually issued in settlement of such Stock Units shall reduce
the number available under Section 5(a) and the balance shall again become
available for Awards under the Plan. If SARs are exercised, then only the number
of Common Shares (if any) actually


                                     - 7 -
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issued in settlement of such SARs shall reduce the number available in Section
5(a) and the balance shall again become available for Awards under the Plan. The
foregoing notwithstanding, the aggregate number of Common Shares that may be
issued under the Plan upon the exercise of ISOs shall not be increased when
Restricted Shares or other Common Shares are forfeited.

         (d)      DIVIDEND EQUIVALENTS. Any dividend equivalents paid or
credited under the Plan shall not be applied against the number of Restricted
Shares, Stock Units, Options or SARs available for Awards, whether or not such
dividend equivalents are converted into Stock Units.

SECTION 6. RESTRICTED SHARES

         (a)      RESTRICTED STOCK AGREEMENT. Each grant of Restricted Shares
under the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company. Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Restricted Stock
Agreements entered into under the Plan need not be identical.

         (b)      PAYMENT FOR AWARDS. Subject to the following sentence,
Restricted Shares may be sold or awarded under the Plan for such consideration
as the Committee may determine, including (without limitation) cash, cash
equivalents, full-recourse promissory notes, past services and future services.
To the extent that an Award consists of newly issued Restricted Shares, the
Award recipient shall furnish consideration with a value not less than the par
value of such Restricted Shares in the form of cash, cash equivalents, or past
services rendered to the Company (or a Parent or Subsidiary), as the Committee
may determine.

         (c)      VESTING. Each Award of Restricted Shares may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Stock Agreement. The
Committee may include among such conditions the requirement that the performance
of the Company or a business unit of the Company for a specified period of one
or more years equal or exceed a target determined in advance by the Committee.
Such, performance shall be determined by the Company's independent auditors.
Such target shall be based on one or more of the criteria set forth in Appendix
A. The Committee shall determine such target not later than the 90th day of such
period. In no event shall the number of Restricted Shares which are subject to
performance based vesting conditions exceed one million (1,000,000), subject to
adjustment in accordance with Section 16. A Restricted Stock Agreement may
provide for accelerated vesting in the event of the Participant's death,
disability or retirement or other events. The Committee may determine, at the
time of granting Restricted Shares of thereafter, that all or part of such
Restricted Shares shall become vested in the event that a Change in Control
occurs with respect to the Company.

         (d)      VOTING AND DIVIDEND RIGHTS. The holders of Restricted Shares
awarded under the Plan shall have the same voting, dividend and other rights as
the Company's other stockholders. A Restricted Stock Agreement, however, may
require that the holders of Restricted Shares invest any cash dividends received
in additional Restricted Shares. Such additional Restricted Shares shall be
subject to the same conditions and restrictions as the Award with respect to
which the dividends were paid.


                                     - 8 -
<PAGE>

SECTION 7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES.

         (a)      DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right
to acquire Shares under the Plan (other than an Option) shall automatically
expire if not exercised by the Offeree within thirty (30) days after the grant
of such right was communicated to him by the Committee. Such right shall not be
transferable and shall be exercisable only by the Offeree to whom such right was
granted.

         (b)      PURCHASE PRICE. The Purchase Price shall be determined by the
Committee at its sole discretion. The Purchase Price shall be payable in one of
the forms described in Sections 9(a), (b) or (c).

         (c)      WITHHOLDING TAXES. As a condition to the purchase of Shares,
the Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.

         (d)      RESTRICTIONS ON TRANSFER OF SHARES. Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTI0N 8. TERMS AND CONDITIONS OF OPTIONS.

         (a)      STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify
whether the Option is an ISO or an NSO. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical. Options may
be granted in consideration of a reduction in the Optionee's other compensation.
A Stock Option Agreement may provide that a new Option will be granted
automatically to the Optionee when he or she exercises a prior Option and pays
the Exercise Price in a form described in Section 9.

         (b)      NUMBER OF SHARES. Each Stock Option Agreement shall specify
the number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 16. Options granted to an
Optionee in a single fiscal year of the Company shall not cover more than
seven-hundred fifty thousand (750,000) Shares, except that Options granted to a
new Employee in the fiscal year of the Company in which his or her service as an
Employee first commences shall not pertain to more than one million five-hundred
thousand (1,500,000) Common Shares.

         (c)      EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100 percent
(100%) of the Fair Market Value of a Share on the date of grant, except as
otherwise provided in Section 4(d). Subject to the foregoing in this Section
8(c), the Exercise Price under any Option shall be determined by the


                                     - 9 -
<PAGE>

Committee at its sole discretion. The Exercise Price shall be payable in one of
the forms described in Sections 9.

         (d)      WITHHOLDING TAXES. As a condition to the exercise of an
Option, the Optionee shall make such arrangements as the Committee may require
for the satisfaction of any federal, state or local withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state or local withholding tax obligations that may arise in connection
with the disposition of Shares acquired by exercising an Option.

         (e)      EXERCISABILITY AND TERM. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option; provided that the term of an ISO shall in no event exceed ten (10) years
from the date of grant (five (5) years for Employees described in Section 4(d)).
A Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, disability, or retirement or other events and may
provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service. Options may be awarded in combination
with SARs, and such an Award may provide that the Options will not be
exercisable unless the related SARs are forfeited. Subject to the foregoing in
this Section 8(e), the Committee at its sole discretion shall determine when all
or any installment of an Option is to become exercisable and when an Option is
to expire.

         (f)      NONTRANSFERABILITY . During an Optionee's lifetime, his
Option(s) shall be exercisable only by him and shall not be transferable. In the
event of an Optionee's death, his Option(s) shall not be transferable other than
by will or by the laws of descent and distribution.

         (g)      EXERCISE OF OPTIONS UPON TERMINATION OF SERVICE. Each Stock
Option Agreement shall set forth the extent to which the Optionee shall have the
right to exercise the Option following termination of the Optionee's Service
with the Company and its Subsidiaries, and the right to exercise the Option of
any executors or administrators of the Optionee's estate or any person who has
acquired such Option(s) directly from the Optionee by bequest or inheritance.
Such provisions shall be determined in the sole discretion of the Committee,
need not be uniform among all Options issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of Service.

         (h)      EFFECT OF CHANGE IN CONTROL. The Committee may determine, at
the time of granting an Option or thereafter, that such Option shall become
exercisable as to all or part of the Shares subject to such Option in the event
that a Change in Control occurs with respect to the Company, subject to the
following limitations:

                  (i)      In the case of an ISO, the acceleration of
         exercisability shall not occur without the Optionee's written consent.

                  (ii)     If the Company and the other party to the transaction
         constituting a Change in Control agree that such transaction is to be
         treated as a "pooling of interests" for financial reporting purposes,
         and if such transaction in fact is so treated, then the acceleration of
         exercisability shall not occur to the extent that the Company's


                                     - 10 -
<PAGE>

         independent accountants and such other party's independent accountants
         separately determine in good faith that such acceleration would
         preclude the use of "pooling of interests" accounting.

         (i)      LEAVES OF ABSENCE. An Employee's Service shall cease when such
Employee ceases to be actively employed by, or a consultant or adviser to, the
Company (or any subsidiary) as determined in the sole discretion of the Board of
Directors. For purposes of Options, Service does not terminate when an Employee
goes on a bona fide leave of absence, that was approved by the Company in
writing, if the terms of the leave provide for continued service crediting, or
when continued service crediting is required by applicable law. However, for
purposes of determining whether an Option is entitled to ISO status, an
Employee's Service will be treated as terminating ninety (90) days after such
Employee went on leave, unless such Employee's right to return to active work is
guaranteed by law or by a contract. Service terminates in any event when the
approved leave ends, unless such Employee immediately returns to active work.
The Company determines which leaves count toward Service, and when Service
terminates for all purposes under the Plan.

         (j)      NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustments shall be made, except as provided in Section 16.

         (k)      MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
options or may accept the cancellation of outstanding options (to the extent not
previously exercised), whether or not granted hereunder, in return for the grant
of new Options for the same or a different number of Shares and at the same or a
different exercise price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair his rights or increase
his obligations under such Option.

         (l)      RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon
exercise of an Option shall be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.

         (m)      BUYOUT PROVISIONS. The Committee may at any time (a) offer to
buy out for a payment in cash or cash equivalents an Option previously granted
or (b) authorize an Optionee to elect to cash out an Option previously granted,
in either case at such time and based upon such terms and conditions as the
Committee shall establish.

SECTION 9. PAYMENT FOR SHARES.

         (a)      GENERAL RULE. The entire Exercise Price of Shares issued under
the Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b)
through (g) below.


                                     - 11 -
<PAGE>

         (b)      SURRENDER OF STOCK, To the extent that a Stock Option
Agreement so provides, payment may be made all or in part by surrendering, or
attesting to the ownership of, Shares which have already been owned by the
Optionee or his representative for more than twelve (12) months. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan. The Optionee shall not surrender, or attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the Company to recognize compensation expense (or additional compensation
expense) with respect to the Option for financial reporting purposes.

         (c)      SERVICES RENDERED. At the discretion of the Committee, Shares
may be awarded under the Plan in consideration of services rendered to the
Company or a Subsidiary prior to the award. If Shares are awarded without the
payment of a Purchase Price in cash, the Committee shall make a determination
(at the time of the award) of the value of the services rendered by the Offeree
and the sufficiency of the consideration to meet the requirements of Section
6(c).

         (d)      CASHLESS EXERCISE. To the extent that a Stock Option Agreement
so provides, payment may be made all or in part by delivery (on a form
prescribed by the Committee) of an irrevocable direction to a securities broker
to sell Shares and to deliver all or part of the sale proceeds to the Company in
payment of the aggregate Exercise Price.

         (e)      EXERCISE/PLEDGE. To the extent that a Stock Option Agreement
so provides, payment may be made all or in part by delivery (on a form
prescribed by the Committee) of an irrevocable direction to a securities broker
or lender to pledge Shares, as security for a loan, and to deliver all or part
of the loan proceeds to the Company in payment of the aggregate Exercise Price.

         (f)      PROMISSORY NOTE. To the extent that a Stock Option Agreement
so provides, payment may be made all or in part by delivering (on a form
prescribed by the Company) a full-recourse promissory note. However, the par
value of the Common Shares being purchased under the Plan, if newly issued,
shall be paid in cash or cash equivalents.

         (g)      OTHER FORMS OF PAYMENT. To the extent that a Stock Option
Agreement so provides, payment may be made in any other form that is consistent
with applicable laws, regulations and rules.

SECTION 10. STOCK APPRECIATION RIGHTS.

         (a)      SAR AGREEMENT. Each grant of a SAR under the Plan shall be
evidenced by a SAR Agreement between the Optionee and the Company. Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan. The provisions of the
various SAR Agreements entered into under the Plan need not be identical. SARs
may be granted in consideration of a reduction in the Optionee's other
compensation.

         (b)      NUMBER OF SHARES. Each SAR Agreement shall specify the number
of Common Shares to which the SAR pertains and shall provide for the adjustment
of such number in accordance with Section 12. SARs granted to any Optionee in a
single calendar year shall in no event pertain to more than seven-hundred fifty
thousand (750,000) Common Shares, except that


                                     - 12 -
<PAGE>

SARs granted to a new Employee in the fiscal year of the Company in which his or
her service as an Employee first commences shall not pertain to more than one
million five-hundred thousand (1,500,000) Common Shares. The limitations set
forth in the preceding sentence shall be subject to adjustment in accordance
with Section 12.

         (c)      EXERCISE PRICE. Each SAR Agreement shall specify the Exercise
Price. A SAR Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the SAR is outstanding.

         (d)      EXERCISABILITY AND TERM. Each SAR Agreement shall specify the
date when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the term of the SAR. A SAR Agreement may provide
for accelerated exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service. SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited. A SAR may be
included in an ISO only at the time of grant but may be included in an NSO at
the time of grant or thereafter. A SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

         (e)      EFFECT OF CHANGE IN CONTROL. The Committee may determine, at
the time of granting a SAR or thereafter, that such SAR shall become fully
exercisable as to all Common Shares subject to such SAR in the event that a
Change in Control occurs with respect to the Company, subject to the
following sentence. If the Company and the other party to the transaction
constituting a Change in Control agree that such transaction is to be treated
as a "pooling of interests" for financial reporting purposes, and if such
transaction in fact is so treated, then the acceleration of exercisability
shall not occur to the extent that the Company's independent accountants and
such other party's independent accountants separately determine in good faith
that such acceleration would preclude the use of "pooling of interests"
accounting.

         (f)      EXERCISE OF SARs. Upon exercise of a SAR, the Optionee (or any
person having the right to exercise the SAR after his or her death) shall
receive from the Company (a) Common Shares, (b) cash or (c) a combination of
Common Shares and cash, as the Committee shall determine. The amount of cash
and/or the Fair Market Value of Common Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market Value
(on the date of surrender) of the Common Shares subject to the SARs exceeds the
Exercise Price. If, on the date when a SAR expires, the Exercise Price under
such SAR is less than the Fair Market Value on such date but any portion of such
SAR has not been exercised or surrendered, then such SAR shall automatically be
deemed to be exercised as of such date with respect to such portion.

         (g)      MODIFICATION OR ASSUMPTION OF SARs. Within the limitations of
the Plan, the Committee may modify, extend or assume outstanding SARs or may
accept the cancellation of outstanding SARs (whether granted by the Company or
by another issuer) in return for the grant of new SARs for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of a SAR shall, without the consent
of the Optionee, may alter or impair his or her rights or obligations under such
SAR.


                                     - 13 -
<PAGE>

SECTION 11. STOCK UNITS.

         (a)      STOCK UNIT AGREEMENT. Each grant of Stock Units under the Plan
shall be evidenced by a Stock Unit Agreement between the recipient and the
Company. Such Stock Units shall be subject to all applicable terms of the Plan
and may be subject to any other terms that are not inconsistent with the Plan.
The provisions of the various Stock Unit Agreements entered into under the Plan
need not be identical. Stock Units may be granted in consideration of a
reduction in the recipient's other compensation.

         (b)      PAYMENT FOR AWARDS. To the extent that an Award is granted in
the form of Stock Units, no cash consideration shall be required of the Award
recipients.

         (c)      VESTING CONDITIONS. Each Award of Stock Units may or may not
be subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Stock Unit Agreement. A Stock
Unit Agreement may provide for accelerated vesting in the event of the
Participant's death, disability or retirement or other events. The Committee may
determine, at the time of granting Stock Units or thereafter, that all or part
of such Stock Units shall become vested in the event that a Change in Control
occurs with respect to the Company, except as provided in the next following
sentence. If the Company and the other party to the transaction constituting a
Change in Control agree that such transaction is to be treated as a "pooling of
interests" for financial reporting purposes, and if such transaction in fact is
so treated, then the acceleration of vesting shall not occur to the extent that
the Company's independent accountants and such other party's independent
accountants separately determine in good faith that such acceleration would
preclude the use of "pooling of interests" accounting.

         (d)      VOTING AND DIVIDEND RIGHTS, The holders of Stock Units shall
have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded
under the Plan may, at the Committee's discretion, carry with it a right to
dividend equivalents. Such right entitles the holder to be credited with an
amount equal to all cash dividends paid on one Common Share while the Stock Unit
is outstanding. Dividend equivalents may be converted into additional Stock
Units. Settlement of dividend equivalents may be made in the form of cash, in
the form of Common Shares, or in a combination of both. Prior to distribution,
any dividend equivalents which are not paid shall be subject to the same
conditions and restrictions as the Stock Units to which they attach.

         (e)      FORM AND TIME OF SETTLEMENT OF STOCK UNITS. Settlement of
vested Stock Units may be made in the form of (a) cash, (b) Common Shares or (c)
any combination of both, as determined by the Committee. The actual number of
Stock Units eligible for settlement may be larger or smaller than the number
included in the original Award, based on predetermined performance factors.
Methods of converting Stock Units into cash may include (without limitation) a
method based on the average Fair Market Value of Common Shares over a series of
trading days. Vested Stock Units may be settled in a lump sum or in
installments. The distribution may occur or commence when all vesting
conditions applicable to the Stock Units have been satisfied or have lapsed, or
it may be deferred to any later date. The amount of a deferred distribution may
be increased by an interest factor or by dividend equivalents. Until an Award of
Stock Units is settled, the number of such Stock Units shall be subject to
adjustment pursuant to Section 12.


                                     - 14 -
<PAGE>

         (f)      DEATH OF RECIPIENT. Any Stock Units Award that becomes payable
after the recipient's death shall be distributed to the recipient's beneficiary
or beneficiaries. Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

         (g)      CREDITORS' RIGHTS, A holder of Stock Units shall have no
rights other than those of a general creditor of the Company. Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the
terms and conditions of the applicable Stock Unit Agreement.

SECTION 12. PROTECTION AGAINST DILUTION.

         (a)      ADJUSTMENTS. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of:

                  (i)      The number of Options, SARs, Restricted Shares and
         Stock Units available for future Awards under Section 5;

                  (ii)     The limitations set forth in Sections 8(b) and 10(b);

                  (iii)    The number of NSOs to be granted to Outside Directors
         under Section 4(b);

                  (iv)     The number of Common Shares covered by each
         outstanding Option and SAR;

                  (v)      The Exercise Price under each outstanding Option and
         SAR; or

                  (vi)     The number of Stock Units included in any prior Award
         which has not yet been settled.

Except as provided in this Section 12, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

         (b)      DISSOLUTION OR LIQUIDATION. To the extent not previously
exercised or settled, Options, SARs and Stock Units shall terminate immediately
prior to the dissolution or liquidation of the Company.


                                     - 15 -
<PAGE>

         (c)      REORGANIZATIONS. In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for:

                  (i)      The continuation of the outstanding Awards by the
         Company, if the Company is a surviving corporation;

                  (ii)     The assumption of the outstanding Awards by the
         surviving corporation or its parent or subsidiary;

                  (iii)    The substitution by the surviving corporation or its
         parent or subsidiary of its own awards for the outstanding Awards;

                  (iv)     Full exercisability or vesting and accelerated
         expiration of the outstanding Awards; or

                  (v)      Settlement of the full value of the outstanding
         Awards in cash or cash equivalents followed by cancellation of such
         Awards.

SECTION 13. DEFERRAL OF AWARDS.

         The Committee (in its sole discretion) may permit or require a
Participant to:

         a)       Have cash that otherwise would be paid to such Participant as
                  a result of the exercise of a SAR or the settlement of Stock
                  Units credited to a deferred compensation account established
                  for such Participant by the Committee as an entry on the
                  Company's books;

         b)       Have Common Shares that otherwise would be delivered to such
                  Participant as a result of the exercise of an Option or SAR
                  converted into an equal number of Stock Units; or

         c)       Have Common Shares that otherwise would be delivered to such
                  Participant as a result of the exercise of an Option or SAR or
                  the settlement of Stock Units converted into amounts credited
                  to a deferred compensation account established for such
                  Participant by the Committee as an entry on the Company's
                  books. Such amounts shall be determined by reference to the
                  Fair Market Value of such Common Shares as of the date when
                  they otherwise would have been delivered to such Participant.

A deferred compensation account established under this Section 13 may be
credited with interest or other forms of investment return, as determined by the
Committee. A Participant for whom such an account is established shall have no
rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms


                                     - 16 -
<PAGE>

pertaining to such Awards, including (without limitation) the settlement of
deferred of deferred compensation accounts established under this Section 13.

SECTION 14. AWARDS UNDER OTHER PLANS.

         The Company may grant awards under other plans or programs. Such awards
may be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Common Shares
issued in settlement of Stock Units and shall, when issued, reduce the number of
Common Shares available under Section 5.

SECTION 15. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

         (a)      EFFECTIVE DATE. No provision of this Section 15 shall be
effective unless and until the Board has determined to implement such provision.

         (b)      ELECTIONS TO RECEIVE NSOS, RESTRICTED SHARES OR STOCK UNITS.
An Outside Director may elect to receive his or her annual retainer payments
and/or meeting fees from the Company in the form of cash, NSOs, Restricted
Shares or Stock Units, or a combination thereof, as determined by the Board.
Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An
election under this Section 15 shall be filed with the Company on the prescribed
form.

         (c)      NUMBER AND TERMS OF NSOS, RESTRICTED SHARES OR STOCK UNITS.
The number of NSOs, Restricted Shares or Stock Units to be granted to Outside
Directors in lieu of annual retainers and meeting fees that would otherwise be
paid in cash shall be calculated in a manner determined by the Board. The terms
of such NSOs, Restricted Shares or Stock Units shall also be determined by the
Board.

SECTION 16. ADJUSTMENT OF SHARES.

         (a)      GENERAL. IN THE event of a subdivision of the outstanding
Stock, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has a material
effect on the value of Shares, a combination or consolidation of the
outstanding Stock (by reclassification or otherwise) into a lesser number of
Shares, a recapitalization or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares available
for future grants under Section 5, (ii) the number of Shares available for
grants under Section 4(c), (iii) the number of Shares covered by each
outstanding Option, (iv) the Exercise Price under each outstanding Option,
(v) the number of shares covered by each outstanding award or (vi) the
Purchase Price of each outstanding award.

         (b)      REORGANIZATIONS. In the event that the Company is a party to a
merger or other reorganization, outstanding Options shall be subject to the
agreement of merger or reorganization. Such agreement may provide for the
assumption of outstanding Options by the surviving corporation or its parent or
for their continuation by the Company (if the Company is a surviving
corporation); provided, however, that if assumption or continuation of the
outstanding Options is not provided by such agreement then the Committee shall
have the option of offering


                                     - 17 -
<PAGE>

the payment of a cash settlement equal to the difference between the amount to
be paid for one Share under such agreement and the Exercise Price, in all cases
without the Optionees' consent,

         (c)      RESERVATION OF RIGHTS. Except as provided in this Section 16,
an Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 17. LEGAL AND REGULATORY REQUIREMENTS.

         Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations and the regulations of any stock exchange on which the
Company's securities may then be listed, and the Company has obtained the
approval or favorable ruling from any governmental agency which the Company
determines is necessary or advisable.

SECTION 18. WITHHOLDING TAXES.

         (a)      GENERAL. To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

         (b)      SHARE WITHHOLDING The Committee may permit a Participant to
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Common Shares that
otherwise would be issued to him or her or by surrendering all or a portion of
any Common Shares that he or she previously acquired. Such Common Shares shall
be valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash.

SECTION 19. LIMITATION ON PARACHUTE PAYMENTS.

         (a)      SCOPE OF LIMITATION. This Section 19 shall apply to an Award
unless the Committee, at the time of making an Award under the Plan or at any
time thereafter, specifies in writing that such Award shall not be subject to
this Section 19. If this Section 19 applies to an Award, it shall supersede any
contrary provision of the Plan or of any Award granted under the Plan.

         (b)      BASIC RULE. In the event that the independent auditors most
recently selected by the Board (the "Auditors") determine that any payment or
transfer by the Company under the Plan to


                                     - 18 -
<PAGE>

or for the benefit of a Participant (a "Payment") would be nondeductible by the
Company for federal income tax purposes because of the provisions concerning
"excess parachute payments" in Section 28OG of the Code, then the aggregate
present value of all Payments shall be reduced (but not below zero) to the
Reduced Amount. For purposes of this Section 19, the "Reduced Amount" shall be
the amount, expressed as a present value, which maximizes the aggregate present
value of the Payments without causing any Payment to be nondeductible by the
Company because of Section 280G of the Code.

         (c)      REDUCTION OF PAYMENTS. If the Auditors determine that any
Payment would be nondeductible by the Company because of Section 280G of the
Code, then the Company shall promptly give the Participant notice to that effect
and a copy of the detailed calculation thereof and of the Reduced Amount, and
the Participant may then elect, in his or her sole discretion, which and how
much of the Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Payments equals the Reduced Amount)
and shall advise the Company in writing of his or her election within 10 days of
receipt of notice. If no such election is made by the Participant within such
10-day period, then the Company may elect which and how much of the Payments
shall be eliminated or reduced (as long as after such election the aggregate
present value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Section 19, present
value shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Section 19 shall be binding upon
the Company and the Participant and shall be made within sixty (60) days of the
date when a Payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

         (d)      OVERPAYMENTS AND UNDERPAYMENTS. As a result of uncertainty in
the application of Section 28OG of the Code at the time of an initial
determination by the Auditors hereunder, it is possible that Payments will have
been made by the Company that should not have been made (an "Overpayment") or
that additional Payments that will not have been made by the Company could have
been made (an "Underpayment"), consistent in each case with the calculation of
the Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant that the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount subject to taxation under Section 4999 of the Code.
In the event that the Auditors determine that an Underpayment has occurred, such
Underpayment shall promptly be paid or transferred by the Company to or for the
benefit of the Participant, together with interest at the applicable federal
rate provided in Section 7872(f)(2) of the Code.


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<PAGE>

         (e)      RELATED CORPORATIONS. For purposes of this Section 19, the
term "Company" shall include affiliated corporations to the extent determined by
the Auditors in accordance with Section 280G(d)(5) of the Code.

SECTION 20. NO EMPLOYMENT RIGHTS.

         No provision of the Plan, nor any right or Option granted under the
Plan, shall be construed to give any person any right to become, to be treated
as, or to remain an Employee. The Company and its Subsidiaries reserve the right
to terminate any person's Service at any time and for any reason, with or
without notice.

SECTION 21. DURATION AND AMENDMENTS.

         (a)      TERM OF THE PLAN. The amended and restated Plan, as set
forth herein, shall terminate automatically on April 9, 2010 and may be
terminated on any earlier date pursuant to Subsection (b) below.

         (b)      RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors
may amend the Plan at any time and from time to time. Rights and obligations
under any Option granted before amendment of the Plan shall not be materially
impaired by such amendment, except with consent of the person to whom the Option
was granted. An amendment of the Plan shall be subject to the approval of the
Company's stockholders only to the extent required by applicable laws,
regulations or rules.

         (c)      EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued
or sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.

SECTION 22. EXECUTION.

         To record the adoption of the amended and restated Plan by the Board of
Directors effective as of April 9, 2000, the Company has caused its authorized
officer to execute the same.



                                          DELTAGEN, INC.

                                          By  /s/ William Matthews, Ph.D.
                                              -------------------------------
                                                   President and Chief
                                                   Executive Officer

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