<PAGE>
                                                                     Exhibit 4.1


                               JABIL CIRCUIT, INC.
                            2002 STOCK INCENTIVE PLAN

         1.     Purposes of the Plan. The purposes of this Stock Incentive Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and
Consultants, and to promote the success of the Company's business. Awards
granted under the Plan may be Incentive Stock Options, Nonstatutory Stock
Options, Stock Awards, Performance Units, Performance Shares or Stock
Appreciation Rights.

         2.     Definitions. As used herein, the following definitions shall
apply:

                (a)     "Administrator" means the Board or any Committee or
person as shall be administering the Plan, in accordance with Section 4 of the
Plan.

                (b)     "Applicable Law" means the legal requirements relating
to the administration of the Plan under applicable federal, state, local and
foreign corporate, tax and securities laws, and the rules and requirements of
any stock exchange or quotation system on which the Common Stock is listed or
quoted.

                (c)     "Award" means an Option, Stock Appreciation Right, Stock
Award, Performance Unit or Performance Share granted under the Plan.

                (d)     "Award Agreement" means a written agreement by which an
Award is evidenced.

                (e)     "Board" means the Board of Directors of the Company.

                (f)     "Change in Control" means the happening of any of the
following:

                        (i)     When any "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a
Subsidiary or a Company employee benefit plan, including any trustee of such
plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), 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; or

                        (ii)    The occurrence of a transaction requiring
stockholder approval, and involving the sale of all or substantially all of the
assets of the Company or the merger of the Company with or into another
corporation.

                (g)     "Change in Control Price" means, as determined by the
Board,

                        (i)     the highest Fair Market Value of a Share within
the 60 day period immediately preceding the date of determination of the Change
in Control Price by the Board (the "60-Day Period"), or

                        (ii)    the highest price paid or offered per Share, as
determined by the Board, in any bona fide transaction or bona fide offer related
to the Change in Control of the Company, at any time within the 60-Day Period,
or

                        (iii)   some lower price as the Board, in its
discretion, determines to be a reasonable estimate of the fair market value of a
Share.

                (h)     "Code" means the Internal Revenue Code of 1986, as
amended.



<PAGE>

                (i)     "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

                (j)     "Common Stock" means the Common Stock, $.001 par value,
of the Company.

                (k)     "Company" means Jabil Circuit, Inc., a Delaware
corporation.

                (l)     "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and who is
compensated for such services, including without limitation non-Employee
Directors who are paid only a director's fee by the Company or who are
compensated by the Company for their services as non-Employee Directors. In
addition, as used herein, "consulting relationship" shall be deemed to include
service by a non-Employee Director as such.

                (m)     "Continuous Status as an Employee or Consultant" means
that the employment or consulting relationship is not interrupted or terminated
by the Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved in writing by the Board, an Officer, or a person designated in
writing by the Board or an Officer as authorized to approve a leave of absence,
including sick leave, military leave, or any other personal leave; provided,
however, that for purposes of Incentive Stock Options, any such leave may not
exceed 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract (including certain Company policies) or statute, or (ii)
transfers between locations of the Company or between the Company, a Parent, a
Subsidiary or successor of the Company; or (iii) a change in the status of the
Grantee from Employee to Consultant or from Consultant to Employee.

                (n)     "Covered Stock" means the Common Stock subject to an
Award.

                (o)     "Date of Grant" means the date on which the
Administrator makes the determination granting the Award, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Grantee within a reasonable time after the Date of Grant.

                (p)     "Date of Termination" means the date on which a
Grantee's Continuous Status as an Employee or Consultant terminates.

                (q)     "Director" means a member of the Board.

                (r)     "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                (s)     "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

                (t)     "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                (u)     "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                        (i)    If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the last market
trading day prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;



<PAGE>

                        (ii)   If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is regularly quoted by
a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                        (iii)  In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

                (v)     "Grantee" means an individual who has been granted an
Award.

                (w)     "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                (x)     "Mature Shares" means Shares for which the holder
thereof has good title, free and clear of all liens and encumbrances, and that
such holder either (i) has held for at least six months or (ii) has purchased on
the open market.

                (y)     "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

                (z)     "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                (aa)    "Option" means a stock option granted under the Plan.

                (bb)    "Parent" means a corporation, whether now or hereafter
existing, in an unbroken chain of corporations ending with the Company if each
of the corporations other than the Company holds at least 50 percent of the
voting shares of one of the other corporations in such chain.

                (cc)    "Performance Period" means the time period during which
the performance goals established by the Administrator with respect to a
Performance Unit or Performance Share, pursuant to Section 9 of the Plan, must
be met.

                (dd)    "Performance Share" has the meaning set forth in Section
9 of the Plan.

                (ee)    "Performance Unit" has the meaning set forth in Section
9 of the Plan.

                (ff)    "Plan" means this 2002 Stock Incentive Plan.

                (gg)    "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan.

                (hh)    "Share" means a share of the Common Stock, as adjusted
in accordance with Section 11 of the Plan.

                (ii)    "Stock Appreciation Right" or "SAR" has the meaning set
forth in Section 7 of the Plan.

                (jj)    "Stock Grant" means Shares that are awarded to a Grantee
pursuant to Section 8 of the Plan.

                (kk)    "Subsidiary" means a corporation, domestic or foreign,
of which not less than 50 percent of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.



<PAGE>

         3.     Stock Subject to the Plan. Subject to the provisions of Section
11 of the Plan and except as otherwise provided in this Section 3, the maximum
aggregate number of Shares that may be subject to Awards under the Plan since
the Plan became effective is:

                (a)     The 11,512,705 Shares that were available on November
14, 2003 to be subject to future Awards;

                (b)     The 7,995,944 Shares that were subject to Awards on
November 14, 2003; and

                (c)     The Shares issued prior to November 14, 2003 that were
subject to Awards prior to such date.

The Shares may be authorized, but unissued, or reacquired Common Stock.

                If an Award expires or becomes unexercisable without having
been exercised in full the remaining Shares that were subject to the Award shall
become available for future Awards under the Plan (unless the Plan has
terminated). If any Shares (whether subject to or received pursuant to an Award
granted hereunder, purchased on the open market, or otherwise obtained, and
including Shares that are deemed (by attestation or otherwise) to have been
delivered to the Company as payment for all or any portion of the exercise price
of an Award) are withheld or applied as payment by the Company in connection
with the exercise of an Award or the withholding of taxes related thereto, such
Shares, to the extent of any such withholding or payment, shall again be
available or shall increase the number of Shares available, as applicable, for
future Awards under the Plan. The Board may from time to time determine the
appropriate methodology for calculating the number of Shares issued pursuant to
the Plan.

         4.     Administration of the Plan.

                (a)     Procedure.

                        (i)    Multiple Administrative Bodies. The Plan may be
administered by different bodies with respect to different groups of Employees
and Consultants. Except as provided below, the Plan shall be administered by (A)
the Board or (B) a committee designated by the Board and constituted to satisfy
Applicable Law.

                        (ii)   Rule 16b-3. To the extent the Board considers it
desirable for transactions relating to Awards to be eligible to qualify for an
exemption under Rule 16b-3, the transactions contemplated under the Plan shall
be structured to satisfy the requirements for exemption under Rule 16b-3.

                        (iii)  Section 162(m) of the Code. To the extent the
Board considers it desirable for compensation delivered pursuant to Awards to be
eligible to qualify for an exemption from the limit on tax deductibility of
compensation under Section 162(m) of the Code, the transactions contemplated
under the Plan shall be structured to satisfy the requirements for exemption
under Section 162(m) of the Code.

                        (iv)   Authorization of Officers to Grant Options. In
accordance with Applicable Law, the Board may, by a resolution adopted by the
Board, authorize one or more Officers to designate Officers and Employees
(excluding the Officer so authorized) to be Grantees of Options and determine
the number of Options to be granted to such Officers and Employees; provided,
however, that the resolution adopted by the Board so authorizing such Officer or
Officers shall specify the total number and the terms (including the exercise
price, which may include a formula by which such price may be determined) of
Options such Officer or Officers may so grant.

                (b)     Powers of the Administrator. Subject to the provisions
of the Plan, and in the case of a Committee or an Officer, subject to the
specific duties delegated by the Board to such Committee or Committee, the
Administrator shall have the authority, in its sole and absolute discretion:

                        (i)    to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(u) of the Plan;


<PAGE>

                        (ii)   to select the Consultants and Employees to whom
Awards will be granted under the Plan;

                        (iii)  to determine whether, when, to what extent and in
what types and amounts Awards are granted under the Plan;

                        (iv)   to determine the number of shares of Common Stock
to be covered by each Award granted under the Plan;

                        (v)    to determine the forms of Award Agreements, which
need not be the same for each grant or for each Grantee, for use under the Plan;

                        (vi)   to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted under the Plan.
Such terms and conditions, which need not be the same for each grant or for each
Grantee, include, but are not limited to, the exercise price, the time or times
when Options and SARs may be exercised (which may be based on performance
criteria), the extent to which vesting is suspended during a leave of absence,
any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator shall
determine;

                        (vii)  to construe and interpret the terms of the Plan
and Awards;

                        (viii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including, without limiting the generality of
the foregoing, rules and regulations relating to the operation and
administration of the Plan to accommodate the specific requirements of local and
foreign laws and procedures;

                        (ix)   to modify or amend each Award (subject to Section
13 of the Plan). However, the Administrator may not modify or amend any
outstanding Option so as to specify a lower exercise price or accept the
surrender of an outstanding Option and authorize the granting of a new Option
with a lower exercise price in substitution for such surrendered Option;

                        (x)    to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Award previously
granted by the Administrator;

                        (xi)   to determine the terms and restrictions
applicable to Awards;

                        (xii)  to make such adjustments or modifications to
Awards granted to Grantees who are Employees of foreign Subsidiaries as are
advisable to fulfill the purposes of the Plan or to comply with Applicable Law;

                        (xiii) to delegate its duties and responsibilities under
the Plan with respect to sub-plans applicable to foreign Subsidiaries, except
its duties and responsibilities with respect to Employees who are also Officers
or Directors subject to Section 16(b) of the Exchange Act; and

                        (xiv)  to make all other determinations deemed necessary
or advisable for administering the Plan.

                (c)     Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Grantees and any other holders of Awards.

         5.     Eligibility and General Conditions of Awards.


<PAGE>

                (a)     Eligibility. Awards other than Incentive Stock Options
may be granted to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or Consultant who
has been granted an Award may be granted additional Awards.

                (b)     Maximum Term. Subject to the following provision, the
term during which an Award may be outstanding shall not extend more than ten
years after the Date of Grant, and shall be subject to earlier termination as
specified elsewhere in the Plan or Award Agreement; provided, however, that any
deferral of a cash payment or of the delivery of Shares that is permitted or
required by the Administrator pursuant to Section 10 of the Plan may, if so
permitted or required by the Administrator, extend more than ten years after the
Date of Grant of the Award to which the deferral relates.

                (c)     Award Agreement. To the extent not set forth in the
Plan, the terms and conditions of each Award, which need not be the same for
each grant or for each Grantee, shall be set forth in an Award Agreement.

                (d)     Termination of Employment or Consulting Relationship. In
the event that a Grantee's Continuous Status as an Employee or Consultant
terminates (other than upon the Grantee's death or Disability), then, unless
otherwise provided by the Award Agreement, and subject to Section 11 of the
Plan:

                        (i)    the Grantee may exercise his or her unexercised
Option or SAR, but only within such period of time as is determined by the
Administrator, and only to the extent that the Grantee was entitled to exercise
it at the Date of Termination (but in no event later than the expiration of the
term of such Option or SAR as set forth in the Award Agreement). In the case of
an Incentive Stock Option, the Administrator shall determine such period of time
(in no event to exceed three months from the Date of Termination) when the
Option is granted. If, at the Date of Termination, the Grantee is not entitled
to exercise his or her entire Option or SAR, the Shares covered by the
unexercisable portion of the Option or SAR shall revert to the Plan. If, after
the Date of Termination, the Grantee does not exercise his or her Option or SAR
within the time specified by the Administrator, the Option or SAR shall
terminate, and the Shares covered by such Option or SAR shall revert to the
Plan. An Award Agreement may also provide that if the exercise of an Option
following the Date of Termination would be prohibited at any time because the
issuance of Shares would violate Company policy regarding compliance with
Applicable Law, then the exercise period shall terminate on the earlier of (A)
the expiration of the term of the Option set forth in Section 6(b) of the Plan
or (B) the expiration of a period of 10 days after the Date of Termination
during which the exercise of the Option would not be in violation of such
requirements;

                        (ii)   the Grantee's Stock Awards, to the extent
forfeitable immediately before the Date of Termination, shall thereupon
automatically be forfeited;

                        (iii)  the Grantee's Stock Awards that were not
forfeitable immediately before the Date of Termination shall promptly be settled
by delivery to the Grantee of a number of unrestricted Shares equal to the
aggregate number of the Grantee's vested Stock Awards;

                        (iv)   any Performance Shares or Performance Units with
respect to which the Performance Period has not ended as of the Date of
Termination shall terminate immediately upon the Date of Termination.

                (e)     Disability of Grantee. In the event that a Grantee's
Continuous Status as an Employee or Consultant terminates as a result of the
Grantee's Disability, then, unless otherwise provided by the Award Agreement:

                        (i)    the Grantee may exercise his or her unexercised
Option or SAR at any time within 12 months from the Date of Termination, but
only to the extent that the Grantee was entitled to exercise the Option or SAR
at the Date of Termination (but in no event later than the expiration of the
term of the Option or SAR as set forth in the Award Agreement). If, at the Date
of Termination, the Grantee is not entitled to exercise his or her entire Option
or SAR, the Shares covered by the unexercisable portion of the Option or SAR
shall revert to the Plan. If, after the Date of Termination, the Grantee does
not exercise his or her Option or SAR within the time specified herein, the
Option or SAR shall terminate, and the Shares covered by such Option or SAR
shall revert to the Plan.

<PAGE>
                        (ii)   the Grantee's Stock Awards, to the extent
forfeitable immediately before the Date of Termination, shall thereupon
automatically be forfeited;

                        (iii)  the Grantee's Stock Awards that were not
forfeitable immediately before the Date of Termination shall promptly be settled
by delivery to the Grantee of a number of unrestricted Shares equal to the
aggregate number of the Grantee's vested Stock Awards;

                        (iv)   any Performance Shares or Performance Units with
respect to which the Performance Period has not ended as of the Date of
Termination shall terminate immediately upon the Date of Termination.

                (f)     Death of Grantee. In the event of the death of a
Grantee, then, unless otherwise provided by the Award Agreement,

                        (i)    the Grantee's unexercised Option or SAR may be
exercised at any time within 12 months following the date of death (but in no
event later than the expiration of the term of such Option or SAR as set forth
in the Award Agreement), by the Grantee's estate or by a person who acquired the
right to exercise the Option or SAR by bequest or inheritance, but only to the
extent that the Grantee was entitled to exercise the Option or SAR at the date
of death. If, at the time of death, the Grantee was not entitled to exercise his
or her entire Option or SAR, the Shares covered by the unexercisable portion of
the Option or SAR shall immediately revert to the Plan. If, after death, the
Grantee's estate or a person who acquired the right to exercise the Option or
SAR by bequest or inheritance does not exercise the Option or SAR within the
time specified herein, the Option or SAR shall terminate, and the Shares covered
by such Option or SAR shall revert to the Plan.

                        (ii)   the Grantee's Stock Awards, to the extent
forfeitable immediately before the date of death, shall thereupon automatically
be forfeited;

                        (iii)  the Grantee's Stock Awards that were not
forfeitable immediately before the date of death shall promptly be settled by
delivery to the Grantee's estate or a person who acquired the right to hold the
Stock Grant by bequest or inheritance, of a number of unrestricted Shares equal
to the aggregate number of the Grantee's vested Stock Awards;

                        (iv)   any Performance Shares or Performance Units with
respect to which the Performance Period has not ended as of the date of death
shall terminate immediately upon the date of death.

                (g)     Buyout Provisions. The Administrator may at any time
offer to buy out, for a payment in cash or Shares, an Award previously granted,
based on such terms and conditions as the Administrator shall establish and
communicate to the Grantee at the time that such offer is made. Any such cash
offer made to an Officer or Director shall comply with the provisions of Rule
16b-3 relating to cash settlement of stock appreciation rights. This provision
is intended only to clarify the powers of the Administrator and shall not in any
way be deemed to create any rights on the part of Grantees to buyout offers or
payments.

                (h)     Nontransferability of Awards.

                        (i)    Except as provided in Section 5(h)(iii) below,
each Award, and each right under any Award, shall be exercisable only by the
Grantee during the Grantee's lifetime, or, if permissible under Applicable Law,
by the Grantee's guardian or legal representative.

                        (ii)   Except as provided in Section 5(h)(iii) below, no
Award (prior to the time, if applicable, Shares are issued in respect of such
Award), and no right under any Award, may be assigned, alienated, pledged,
attached, sold or otherwise transferred to encumbered by a Grantee otherwise
than by will or by the laws of descent and distribution (or in the case of Stock
Awards, to the Company) and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company




<PAGE>

or any Subsidiary; provided, that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.

                        (iii)  To the extent and in the manner permitted by
Applicable Law, and to the extent and in the manner permitted by the
Administrator, and subject to such terms and conditions as may be prescribed by
the Administrator, a Grantee may transfer an Award to:

                               (A)      a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the Grantee (including adoptive relationships);

                               (B)      any person sharing the employee's
household (other than a tenant or employee);

                               (C)      a trust in which persons described in
(A) and (B) have more than 50 percent of the beneficial interest;

                               (D)      a foundation in which persons described
in (A) or (B) or the Grantee control the management of assets; or

                               (E)      any other entity in which the persons
described in (A) or (B) or the Grantee own more than 50 percent of the voting
interests;

provided such transfer is not for value. The following shall not be considered
transfers for value: a transfer under a domestic relations order in settlement
of marital property rights, and a transfer to an entity in which more than 50
percent of the voting interests are owned by persons described in (A) above or
the Grantee, in exchange for an interest in such entity.

         6.     Stock Options.

                (a)     Limitations.

                        (i)    Each Option shall be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
Any Option designated as an Incentive Stock Option:

                               (A)      shall not have an aggregate Fair Market
Value (determined for each Incentive Stock Option at the Date of Grant) of
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Grantee during any calendar year (under the Plan and any other
employee stock option plan of the Company or any Parent or Subsidiary ("Other
Plans")), determined in accordance with the provisions of Section 422 of the
Code, that exceeds $100,000 (the "$100,000 Limit");

                               (B)      shall, if the aggregate Fair Market
Value of Shares (determined on the Date of Grant) with respect to the portion of
such grant that is exercisable for the first time during any calendar year
("Current Grant") and all Incentive Stock Options previously granted under the
Plan and any Other Plans that are exercisable for the first time during a
calendar year ("Prior Grants") would exceed the $100,000 Limit, be exercisable
as follows:

                                        (1)     The portion of the Current Grant
that would, when added to any Prior Grants, be exercisable with respect to
Shares that would have an aggregate Fair Market Value (determined as of the
respective Date of Grant for such Options) in excess of the $100,000 Limit
shall, notwithstanding the terms of the Current Grant, be exercisable for the
first time by the Grantee in the first subsequent calendar year or years in
which it could be exercisable for the first time by the Grantee when added to
all Prior Grants without exceeding the $100,000 Limit; and


<PAGE>

                                        (2)     If, viewed as of the date of the
Current Grant, any portion of a Current Grant could not be exercised under the
preceding provisions of this Section 6(a)(i)(B) during any calendar year
commencing with the calendar year in which it is first exercisable through and
including the last calendar year in which it may by its terms be exercised, such
portion of the Current Grant shall not be an Incentive Stock Option, but shall
be exercisable as a separate Option at such date or dates as are provided in the
Current Grant.

                        (ii)   No Employee shall be granted, in any fiscal year
of the Company, Options to purchase more than 3,000,000 Shares. The limitation
described in this Section 6(a)(ii) shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 11 of the Plan. If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 11 of the Plan), the canceled Option will be counted
against the limitation described in this Section 6(a)(ii).

                (b)     Term of Option. The term of each Option shall be stated
in the Award Agreement; provided, however, that in the case of an Incentive
Stock Option, the term shall be 10 years from the date of grant or such shorter
term as may be provided in the Award Agreement. Moreover, in the case of an
Incentive Stock Option granted to a Grantee who, at the time the Incentive Stock
Option is granted, owns stock representing more than 10 percent of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five years from the date of grant or
such shorter term as may be provided in the Award Agreement.

                (c)     Option Exercise Price and Consideration.

                        (i)    Exercise Price. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall be determined by
the Administrator and, except as otherwise provided in this Section 6(c)(i),
shall be no less than 100 percent of the Fair Market Value per Share on the Date
of Grant.

                               (A)      In the case of an Incentive Stock Option
granted to an Employee who on the Date of Grant owns stock representing more
than 10 percent of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than 110
percent of the Fair Market Value per Share on the Date of Grant.

                               (B)      Any Option that is (1) granted to a
Grantee in connection with the acquisition ("Acquisition"), however effected, by
the Company of another corporation or entity ("Acquired Entity") or the assets
thereof, (2) associated with an option to purchase shares of stock or other
equity interest of the Acquired Entity or an affiliate thereof ("Acquired Entity
Option") held by such Grantee immediately prior to such Acquisition, and (3)
intended to preserve for the Grantee the economic value of all or a portion of
such Acquired Entity Option, may be granted with such exercise price as the
Administrator determines to be necessary to achieve such preservation of
economic value.

                               (C)      Any Option that is granted to a Grantee
not previously employed by the Company, or a Parent or Subsidiary, as a material
inducement to the Grantee's commencing employment with the Company may be
granted with such exercise price as the Administrator determines to be necessary
to provide such material inducement.

                (d)     Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions that must be satisfied before
the Option may be exercised. An Option shall be exercisable only to the extent
that it is vested according to the terms of the Award Agreement.

                (e)     Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. The
acceptable form of consideration may consist of any combination of cash,
personal check, wire transfer or, subject to the approval of the Administrator:


<PAGE>

                        (i)    pursuant to rules and procedures approved by the
Administrator, promissory note;

                        (ii)   Mature Shares;

                        (iii)  pursuant to procedures approved by the Committee,
(A) through the sale of the Shares acquired on exercise of the Option through a
broker-dealer to whom the Grantee has submitted an irrevocable notice of
exercise and irrevocable instructions to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay the exercise price, together
with, if requested by the Company, the amount of federal, state, local or
foreign withholding taxes payable by the Grantee by reason of such exercise, or
(B) through simultaneous sale through a broker of Shares acquired upon exercise;
or

                        (iv)   such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Law.

                (f)     Exercise of Option.

                        (i)    Procedure for Exercise; Rights as a Stockholder.

                               (A)      Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.

                               (B)      An Option may not be exercised for a
fraction of a Share.

                               (C)      An Option shall be deemed exercised when
the Company receives:

                                        (1)     written notice of exercise (in
accordance with the Award Agreement) from the person entitled to exercise the
Option, and

                                        (2)     full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan.

                                        (3)     Shares issued upon exercise of
an Option shall be issued in the name of the Grantee or, if requested by the
Grantee, in the name of the Grantee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of the
Plan.

                                        (4)     Exercising an Option in any
manner shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

         7.     Stock Appreciation Rights.

                (a)     Grant of SARs. Subject to the terms and conditions of
the Plan, the Administrator may grant SARs in tandem with an Option or alone and
unrelated to an Option. Tandem SARs shall expire no later than the expiration of
the underlying Option.


<PAGE>

                (b)     Exercise of SARs. SARs shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the
number of Shares over which the SAR is to be exercised. Tandem SARs may be
exercised:

                        (i)    with respect to all or part of the Shares subject
to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option;

                        (ii)   only with respect to the Shares for which its
related Option is then exercisable; and

                        (iii)  only when the Fair Market Value of the Shares
subject to the Option exceeds the exercise price of the Option.

The value of the payment with respect to the tandem SAR may be no more than 100
percent of the difference between the exercise price of the underlying Option
and the Fair Market Value of the Shares subject to the underlying Option at the
time the tandem SAR is exercised.

                (c)     Payment of SAR Benefit. Upon exercise of an SAR, the
Grantee shall be entitled to receive payment from the Company in an amount
determined by multiplying:

                        (i)    the excess of the Fair Market Value of a Share on
the date of exercise over the SAR exercise price; by

                        (ii)   the number of Shares with respect to which the
SAR is exercised;

provided, that the Administrator may provide in the Award Agreement that the
benefit payable on exercise of an SAR shall not exceed such percentage of the
Fair Market Value of a Share on the Date of Grant as the Administrator shall
specify. As determined by the Administrator, the payment upon exercise of an SAR
may be in cash, in Shares that have an aggregate Fair Market Value (as of the
date of exercise of the SAR) equal to the amount of the payment, or in some
combination thereof, as set forth in the Award Agreement.

         8.     Stock Awards. Subject to the terms of the Plan, the
Administrator may grant Stock Awards to any Employee or Consultant, in such
amount and upon such terms and conditions as shall be determined by the
Administrator.

         9.     Performance Units and Performance Shares.

                (a)     Grant of Performance Units and Performance Shares.
Subject to the terms of the Plan, the Administrator may grant Performance Units
or Performance Shares to any Employee or Consultant in such amounts and upon
such terms as the Administrator shall determine.

                (b)     Value/Performance Goals. Each Performance Unit shall
have an initial value that is established by the Administrator on the Date of
Grant. Each Performance Share shall have an initial value equal to the Fair
Market Value of a Share on the Date of Grant. The Administrator shall set
performance goals that, depending upon the extent to which they are met, will
determine the number or value of Performance Units or Performance Shares that
will be paid to the Grantee.

                (c)     Payment of Performance Units and Performance Shares.

                        (i)    Subject to the terms of the Plan, after the
applicable Performance Period has ended, the holder of Performance Units or
Performance Shares shall be entitled to receive a payment based on the number
and value of Performance Units or Performance Shares earned by the Grantee over
the Performance Period, determined as a function of the extent to which the
corresponding performance goals have been achieved.

                        (ii)   If a Grantee is promoted, demoted or transferred
to a different business unit of the



<PAGE>

Company during a Performance Period, then, to the extent the Administrator
determines appropriate, the Administrator may adjust, change or eliminate the
performance goals or the applicable Performance Period as it deems appropriate
in order to make them appropriate and comparable to the initial performance
goals or Performance Period.

                (d)     Form and Timing of Payment of Performance Units and
Performance Shares. Payment of earned Performance Units or Performance Shares
shall be made in a lump sum following the close of the applicable Performance
Period. The Administrator may pay earned Performance Units or Performance Shares
in cash or in Shares (or in a combination thereof) that have an aggregate Fair
Market Value equal to the value of the earned Performance Units or Performance
Shares at the close of the applicable Performance Period. Such Shares may be
granted subject to any restrictions deemed appropriate by the Administrator. The
form of payout of such Awards shall be set forth in the Award Agreement
pertaining to the grant of the Award.

         10.    Deferral of Receipt of Payment. The Administrator may permit or
require a Grantee to defer receipt of the payment of cash or the delivery of
Shares that would otherwise be due by virtue of the exercise of an Option or
SAR, the grant of or the lapse or waiver of restrictions with respect to Stock
Awards or the satisfaction of any requirements or goals with respect to
Performance Units or Performance Shares. If any such deferral is required or
permitted, the Administrator shall establish such rules and procedures for such
deferral.

         11.    Adjustments Upon Changes in Capitalization or Change of Control.

                (a)     Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Covered Shares, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Award, as well as the
price per share of Covered Stock, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Covered Stock.

                (b)     Change in Control. In the event of a Change in Control,
then the following provisions shall apply:

                        (i)    Vesting. Any Award outstanding on the date such
Change in Control is determined to have occurred that is not yet exercisable and
vested on such date:

                               (A)      shall become fully exercisable and
vested on the first anniversary of the date of such Change in Control (the
"Change in Control Anniversary") if the Grantee's Continuous Status as an
Employee or Consultant does not terminate prior to the Change in Control
Anniversary;

                               (B)      shall become fully exercisable and
vested on the Date of Termination if the Grantee's Continuous Status as an
Employee or Consultant terminates prior to the Change in Control Anniversary as
a result of termination by the Company without Cause or resignation by the
Grantee for Good Reason; or

                               (C)      shall not become full exercisable and
vested if the Grantee's Continuous Status as an Employee or Consultant
terminates prior to the Change in Control Anniversary as a result of termination
by the Company for Cause or resignation by the Grantee without Good Reason.

For purposes of this Section 11(b)(i), the following definitions shall apply:

                               (D)      "Cause" means:


<PAGE>

                                        (1)     A Grantee's conviction of a
crime involving fraud or dishonesty; or

                                        (2)     A Grantee's continued willful or
reckless material misconduct in the performance of the Grantee's duties after
receipt of written notice from the Company concerning such misconduct;

provided, however, that for purposes of Section 11(b)(i)(D)(2), Cause shall not
include any one or more of the following: bad judgment, negligence or any act or
omission believed by the Grantee in good faith to have been in or not opposed to
the interest of the Company (without intent of the Grantee to gain, directly or
indirectly, a profit to which the Grantee was not legally entitled).

                               (E)      "Good Reason" means:

                                        (1)     The assignment to the Grantee of
any duties inconsistent in any respect with the Grantee's position (including
status, titles and reporting requirement), authority, duties or
responsibilities, or any other action by the Company that results in a
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action that is not
taken in bad faith and that is remedied by the Company promptly after receipt of
written notice thereof given by the Grantee within 30 days following the
assignment or other action by the Company;

                                        (2)     Any reduction in compensation;
 ,or

                                        (3)     Change in location of office of
more than 35 miles without prior consent of the Grantee.

                        (ii)   Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent that an Award
is outstanding, it will terminate immediately prior to the consummation of such
proposed action. The Board may, in the exercise of its sole discretion in such
instances, declare that any Option or SAR shall terminate as of a date fixed by
the Board and give each Grantee the right to exercise his or her Option or SAR
as to all or any part of the Covered Stock, including Shares as to which the
Option or SAR would not otherwise be exercisable.

                        (iii)  Merger or Asset Sale. Except as otherwise
determined by the Board, in its discretion, prior to the occurrence of a merger
of the Company with or into another corporation, or the sale of substantially
all of the assets of the Company, in the event of such a merger or sale each
outstanding Option or SAR shall be assumed or an equivalent option or right
shall be substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation or a
Parent or Subsidiary of the successor corporation does not agree to assume the
Option or SAR or to substitute an equivalent option or right, the Administrator
shall, in lieu of such assumption or substitution, provide for the Grantee to
have the right to exercise the Option or SAR as to all or a portion of the
Covered Stock, including Shares as to which it would not otherwise be
exercisable. If the Administrator makes an Option or SAR exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Grantee that the Option or SAR shall be fully
exercisable for a period of 15 days from the date of such notice, and the Option
or SAR will terminate upon the expiration of such period. For the purposes of
this paragraph, the Option or SAR shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase, for
each Share of Covered Stock subject to the Option or SAR immediately prior to
the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets was
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon the exercise of
the Option or SAR, for each Share of Optioned Stock subject to the



<PAGE>

Option or SAR, to be solely common stock of the successor corporation or its
Parent equal in Fair Market Value to the per Share consideration received by
holders of Common Stock in the merger or sale of assets.

                        (iv)   Except as otherwise determined by the Board, in
its discretion, prior to the occurrence of a Change in Control other than the
dissolution or liquidation of the Company, a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, in the event of such a Change in Control, all outstanding Options and
SARs, to the extent they are exercisable and vested (including Options and SARs
that shall become exercisable and vested pursuant to Section 11(b)(i) above),
shall be terminated in exchange for a cash payment equal to the Change in
Control Price (reduced by the exercise price applicable to such Options or
SARs). These cash proceeds shall be paid to the Grantee or, in the event of
death of an Grantee prior to payment, to the estate of the Grantee or to a
person who acquired the right to exercise the Option or SAR by bequest or
inheritance.

         12.    Term of Plan. The Plan shall become effective upon its approval
by the stockholders of the Company within 12 months after the date the Plan is
adopted by the Board. Such stockholder approval shall be obtained in the manner
and to the degree required under applicable federal and state law. The Plan
shall continue in effect until October 17, 2011, unless terminated earlier under
Section 13 of the Plan.

         13.    Amendment and Termination of the Plan.

                (a)     Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

                (b)     Stockholder Approval. The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule
or statute or other applicable law, rule or regulation, including the
requirements of any exchange or quotation system on which the Common Stock is
listed or quoted). Furthermore, the Company shall obtain stockholder approval of
any modification or amendment of the Plan to the extent that the Board, in its
sole and absolute discretion, reasonably determines, in accordance with the
requirements of any exchange or quotation system on which the Common Stock is
listed or quoted, that such modification or amendment constitutes a material
revision or material amendment of the Plan. Such stockholder approval, if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.

                (c)     Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Grantee, unless mutually agreed otherwise between the Grantee and the
Administrator, which agreement must be in writing and signed by the Grantee and
the Company.

         14.      Conditions Upon Issuance of Shares.

                (a)     Legal Compliance. Shares shall not be issued pursuant to
an Award unless the exercise, if applicable, of such Award and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Law,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

                (b)     Investment Representations. As a condition to the
exercise of an Award, the Company may require the person exercising such Award
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.


<PAGE>

         15.    Liability of Company.

                (a)     Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

                (b)     Grants Exceeding Allotted Shares. If the Covered Stock
covered by an Award exceeds, as of the date of grant, the number of Shares that
may be issued under the Plan without additional stockholder approval, such Award
shall be void with respect to such excess Covered Stock, unless stockholder
approval of an amendment sufficiently increasing the number of Shares subject to
the Plan is timely obtained in accordance with Section 13 of the Plan.

         16.    Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         17.    Rights of Employees and Consultants. Neither the Plan nor any
Award shall confer upon an Grantee any right with respect to continuing the
Grantee's employment or consulting relationship with the Company, nor shall they
interfere in any way with the Grantee's right or the Company's right to
terminate such employment or consulting relationship at any time, with or
without cause.

         18.    Sub-plans for Foreign Subsidiaries. The Board may adopt
sub-plans applicable to particular foreign Subsidiaries. All Awards granted
under such sub-plans shall be treated as grants under the Plan. The rules of
such sub-plans may take precedence over other provisions of the Plan, with the
exception of Section 3, but unless otherwise superseded by the terms of such
sub-plan, the provisions of the Plan shall govern the operation of such
sub-plan.