<PAGE>
                                                                   EXHIBIT 10.14

                              AETHER SYSTEMS, INC.
                           1999 Equity Incentive Plan

                                     Revised

                                December 20, 2000

PURPOSE                 Aether Systems, Inc., a Delaware corporation (the
                        "Company"), wishes to recruit, reward, and retain
                        employees, outside directors, and other service
                        providers. To further these objectives, the Company
                        hereby sets forth the Aether Systems, Inc. 1999 Equity
                        Incentive Plan (the "Plan"), effective as of October 1,
                        1999 (the "Effective Date") and amended as of December
                        20, 2000, to provide options ("Options") or direct
                        grants ("Stock Grants" and, together with the Options,
                        "Awards") to employees, outside directors, and other
                        service providers of the Company and its Related
                        Companies with respect to purchase shares of the
                        Company's common stock (the "Common Stock").

PARTICIPANTS            All Employees of the Company and any Eligible Affiliates
                        are eligible for Awards under this Plan. Eligible
                        employees become "optionees" when the Administrator
                        grants them an option under this Plan or "recipients"
                        when they receive a Stock Grant. (Optionees and
                        recipients are together referred to as "participants.")
                        The Administrator may also grant Awards to consultants
                        and certain other service providers. The term
                        participant also includes, where appropriate, a person
                        authorized to exercise or retain an Award in place of
                        the original recipient.

                        Employee means any person employed as a common law
                        employee of the Company or a Related Company.

ADMINISTRATOR           The Administrator will be the Compensation Committee of
                        the Board of Directors, unless the Board either
                        specifies another committee of the Board, or acts under
                        the Plan as though it were the Compensation Committee.

                        The Administrator is responsible for the general
                        operation and administration of the Plan and for
                        carrying out its provisions and has full discretion in
                        interpreting and administering the provisions of the
                        Plan. Subject to the express provisions of the Plan, the
                        Administrator may exercise such powers and authority of
                        the Board as the Administrator may find necessary or
                        appropriate to carry out its functions. The
                        Administrator may delegate its functions (other than
                        those described in the GRANTING OF AWARDS section) to
                        officers or other employees of the Company.

<PAGE>

                        The Administrator's powers will include, but not be
                        limited to, the power to amend, waive, or extend any
                        provision or limitation of any Option. The Administrator
                        may act through meetings of a majority of its members or
                        by unanimous consent.

                        The Administrator may also make Stock Grants (with any
                        or no restrictions) as a bonus or other incentive or to
                        grant such stock or other awards in lieu of Company
                        obligations to pay cash under other plans or
                        compensatory arrangements, including any deferred
                        compensation plans or as a replacement for other awards.
                        The shareholders must approve the provisions of the Plan
                        relating to stock grants before the Administrator can
                        make such Awards to director and officers.

GRANTING OF             Subject to the terms of the Plan, the Administrator
AWARDS                  will, in its sole discretion, determine

                                the participants who receive Awards,

                                the terms of such Awards,

                                the schedule for exercisability or
                                nonforfeitability (including any requirements
                                that the participant or the Company satisfy
                                performance criteria),

                                the time and conditions for expiration of the
                                Awards, and

                                the form of payment due upon exercise, if any.

                        The Administrator's determinations under the Plan need
                        not be uniform and need not consider whether possible
                        participants are similarly situated.

                        Options granted to employees may be "incentive stock
                        options" ("ISOs") within the meaning of Section 422 of
                        the Internal Revenue Code of 1986 (the "Code"), or the
                        corresponding provision of any subsequently enacted tax
                        statute or nonqualified stock options ("NQSOs"), and the
                        Administrator will specify which form of option it is
                        granting. (If the Administrator fails to specify the
                        form, it will be an ISO.) Any options granted to outside
                        directors must be nonqualified stock options.

                        The Administrator may impose such conditions on or
                        charge such price for the Stock Grants as it considers
                        appropriate.

<PAGE>

        Substitutions           The Administrator will grant Options in
                                replacement for any outstanding options with
                                respect to Aether Technologies International,
                                L.L.C. held by persons eligible to receive
                                Options under this Plan. The Administrator may
                                also grant Awards in substitution for options or
                                other equity interests held by individuals who
                                become Employees of the Company or of a Related
                                Company as a result of the Company's or Related
                                Company's acquiring or merging with the
                                individual's employer or acquiring its assets.
                                In addition, the Administrator may provide for
                                the Plan's assumption of awards granted outside
                                the Plan to persons who would have been eligible
                                under the terms of the Plan to receive an Award,
                                including both persons who provided services to
                                any acquired company or business and persons who
                                provided services to the Company or any Related
                                Company. If appropriate to conform the Awards to
                                the interests for which they are substitutes,
                                the Administrator may grant substitute Awards
                                under terms and conditions (including Exercise
                                Price) that vary from those the Plan otherwise
                                requires.

DATE OF GRANT           The Date of Grant will be the date as of which the
                        Administrator grants an Award to a participant, as
                        specified in the Plan or in the Administrator's minutes
                        or other written evidence of action.

EXERCISE PRICE          The Exercise Price is the value of the consideration
                        that a participant must provide in exchange for one
                        share of Common Stock. The Administrator will determine
                        the Exercise Price under each Award and may set the
                        Exercise Price without regard to the Exercise Price of
                        any other Awards granted at the same or any other time.
                        The Company may use the consideration it receives from
                        the participant for general corporate purposes.

                        The Exercise Price per share for NQSOs may not be less
                        than 50% of the Fair Market Value of a share on the Date
                        of Grant for grants made after the IPO Effective Date.
                        For ISOs, the Exercise Price per share must be at least
                        100% of the Fair Market Value (on the Date of Grant) of
                        a share of Common Stock covered by the Option; provided,
                        however, that if the Administrator decides to grant an
                        ISO to someone covered by Code Sections 422(b)(6) and
                        424(d) (as a more-than-10%-stock-owner), the Exercise
                        Price must be at least 110% of the Fair Market Value.

                        The Administrator may satisfy any state law requirements
                        regarding adequate consideration for Restricted Stock
                        Grants by

<PAGE>

                        (i) issuing Common Stock held as treasury stock or (ii)
                        charging the recipients at least the par value for the
                        shares covered by the Restricted Stock Grant. The
                        Administrator may designate that a recipient may satisfy
                        (ii) either by direct payments or by the Administrator's
                        withholding from other payments due to the recipient.

        Fair Market             Fair Market Value (on the date of Grant) of a
        VALUE                   share of Common Stock for purposes of the Plan
                                will be determined as follows:

                                        if the Common Stock trades on a national
                                        securities exchange, the closing sale
                                        price on that date;

                                        if the Common Stock does not trade on
                                        any such exchange, the closing sale
                                        price as reported by the National
                                        Association of Securities Dealers, Inc.
                                        Automated Quotation System ("Nasdaq")
                                        for such date;

                                        if no such closing sale price
                                        information is available, the average of
                                        the closing bid and asked prices that
                                        Nasdaq reports for such date; or

                                        if there are no such closing bid and
                                        asked prices, the average of the closing
                                        bid and asked prices as reported by any
                                        other commercial service for such date;
                                        or

                                        if the Company has no publicly-traded
                                        stock, the Administrator will determine
                                        the Fair Market Value for purposes of
                                        the Plan using any measure of value it
                                        determines in good faith to be
                                        appropriate;

                                For any date that is not a trading day, the Fair
                                Market Value of a share of Common Stock for such
                                date will be determined by using the closing
                                sale price or the average of the closing bid and
                                asked prices, as appropriate, for the
                                immediately preceding trading day. The
                                Administrator can substitute a particular time
                                of day or other measure of "closing sale price"
                                or "bid and asked prices" if appropriate because
                                of changes in exchange or market procedures.

                                The Fair Market Value will be treated as equal
                                to the price established in an IPO for any
                                Options granted as of the IPO if they are
                                granted on or before the date on which the IPO's
                                underwriters price the IPO or granted on the
                                following day before trading opens in the Common
                                Stock.

<PAGE>

                                The Administrator has sole discretion to
                                determine the Fair Market Value for purposes of
                                this Plan, and all Awards are conditioned on the
                                participants' agreement that the Administrator's
                                determination is conclusive and binding even
                                though others might make a different and also
                                reasonable determination.

EXERCISABILITY          The Administrator will determine the times and
                        conditions for exercise or retention of each Award.

                        Awards will become exercisable or nonforfeitable at such
                        times and in such manner as the Administrator determines
                        and the Award Agreement, if any, indicates; provided,
                        however, that the Administrator may, on such terms and
                        conditions as it determines appropriate, accelerate the
                        time at which the participant may exercise any portion
                        of an Award or at which restrictions on Stock Grants
                        lapse. For Stock Grants, "exercise" refers to acceptance
                        of the Award or lapse of restrictions, as appropriate in
                        context.

                        If the Administrator does not specify otherwise, Options
                        will become exercisable and restrictions on Stock Grants
                        will lapse as to 25% per year on each anniversary of the
                        Date of Grant, so long as the participant remains
                        employed or continues his relationship as a service
                        provider, and will expire as of the tenth anniversary of
                        the Date of Grant (unless they expire earlier under the
                        Plan or the Award Agreement). The Administrator has the
                        sole discretion to determine that a change in
                        service-providing relationship eliminates any further
                        service credit on the exercise schedule.

                        No portion of an Award that is unexercisable at a
                        participant's termination of employment or
                        service-providing relationship (for any reason) will
                        thereafter become exercisable (and the participant will
                        immediately forfeit any unexercisable portions at his
                        termination of service-providing relationship), unless
                        the Award Agreement provides otherwise, either initially
                        or by amendment.

        Change Of       Upon a Change of Control (as defined below), all Awards
        Control         granted before May 22, 2000 will become fully
                        exercisable, unless the participant's Award Agreement
                        provides otherwise. Any Awards granted to a participant
                        in replacement of other awards not under this Plan will
                        not become fully exercisable upon a Change of Control
                        unless the plan under which the Awards were originally
                        granted specifically provided for such acceleration or
                        unless the Administrator provided for such acceleration
                        in replacing the Awards. Awards granted on or after May
                        22, 2000 will only become fully exercisable upon a
                        Change of Control if the participant's Award Agreement
                        provides for such acceleration. A

<PAGE>

                        Change of Control for this purpose means the occurrence
                        of any one or more of the following events after the
                        Company's IPO:

                                        (i) sale of all or substantially all of
                                        the assets of the Company to one or more
                                        individuals, entities, or groups (other
                                        than an "Excluded Owner" as defined
                                        below);

                                        (ii) complete or substantially complete
                                        dissolution or liquidation of the
                                        Company;

                                        (iii) a person, entity, or group (other
                                        than an Excluded Owner) acquires or
                                        attains ownership of at least 80% of the
                                        undiluted total voting power of the
                                        Company's then-outstanding securities
                                        eligible to vote to elect members of the
                                        Board ("Company Voting Securities");

                                        (iv) completion of a merger or
                                        consolidation of the Company with or
                                        into any other entity (other than an
                                        Excluded Owner) unless the holders of
                                        the Company Voting Securities
                                        outstanding immediately before such
                                        completion, together with any trustee or
                                        other fiduciary holding securities under
                                        a Company benefit plan, retain control
                                        because they hold securities that
                                        represent immediately after such merger
                                        or consolidation more than 20% of the
                                        combined voting power of the then
                                        outstanding voting securities of either
                                        the Company or the other surviving
                                        entity or its ultimate parent

                                        (v) the individuals who constitute the
                                        Board immediately before a proxy contest
                                        cease to constitute at least a majority
                                        of the Board (excluding any Board seat
                                        that is vacant or otherwise unoccupied)
                                        immediately following the proxy contest;
                                        or

                                        (vi) during any two year period, the
                                        individuals who constitute the Board at
                                        the beginning of the period (the
                                        "Incumbent Directors") cease for any
                                        reason to constitute at least a majority
                                        of the Board (excluding any Board seat
                                        that is vacant or otherwise unoccupied),
                                        provided that any individuals that a
                                        majority of Incumbent Directors approve
                                        for service on the Board are treated as
                                        Incumbent Directors.

<PAGE>

                                An "Excluded Owner" consists of the Company, any
                                Related Company, any Company benefit plan, or
                                any underwriter temporarily holding securities
                                for an offering of such securities.

                                Even if other tests are met, a Change of Control
                                has not occurred under any circumstance in which
                                the Company files for bankruptcy protection or
                                is reorganized following a bankruptcy filing.
                                The Administrator may determine that a
                                particular participant's Awards will not become
                                fully exercisable as a result of what the
                                Administrator, in its sole discretion,
                                determines is the participant's insufficient
                                cooperation with the Company with respect to a
                                Change of Control. In addition, the acceleration
                                will not occur if it would prevent use of
                                "pooling of interest" accounting for a
                                reorganization, merger, or consolidation of the
                                Company that the Board approves.

                                The Administrator may allow conditional
                                exercises in advance of the completion of a
                                Change of Control that are then rescinded if no
                                Change of Control occurs. The Administrator may
                                also provide that the accelerations under the
                                Change of Control occur automatically up to six
                                months after the Change of Control.

        Substantial             Upon a Change of Control that is also a
        Corporate               Substantial Corporate Change, the Awards will
        Change                  become exercisable only as provided under the
                                Change of Control section and the Plan and any
                                unexercised or unvested Awards will terminate
                                (after the occurrence of one of the alternatives
                                set forth in the next full paragraph) unless
                                either (i) such termination would prevent use of
                                "pooling of interest" accounting for a
                                reorganization, merger, or consolidation of the
                                Company that the Board approves, or (ii) an
                                agreement with a participant provides otherwise,
                                or (iii) provision is made in writing in
                                connection with such transaction for

                                        the assumption or continuation of
                                        outstanding Awards, or

                                        the substitution for such options or
                                        grants of any options or grants covering
                                        the stock or securities of a successor
                                        employer entity, or a parent or
                                        subsidiary of such successor, with
                                        appropriate adjustments as to the number
                                        and kind of shares of stock and prices,
                                        in which event the Awards will

<PAGE>

                                        continue in the manner and under the
                                        terms so provided.

                                If an Option would otherwise terminate under the
                                preceding sentence and the Administrator
                                considers that the Fair Market Value of the
                                Common Stock as a result of the Substantial
                                Corporate Change exceeds or is likely to exceed
                                the Exercise Price, the Administrator will
                                either provide that

                                        optionees will have the right, at such
                                        time before the completion of the
                                        transaction causing such termination as
                                        the Board or the Administrator
                                        reasonably designates, to exercise any
                                        unexercised portions of the Option,
                                        including those portions that the Change
                                        of Control will make exercisable, or

                                        cause the Company, or agree to allow the
                                        successor, to cancel each Option after
                                        payment to the optionee of an amount in
                                        cash, cash equivalents, or successor
                                        equity interests substantially equal to
                                        the Fair Market Value under the
                                        transaction minus the Exercise Price for
                                        the shares covered by the Option (and,
                                        where the Board or the Administrator
                                        determines it is appropriate, any
                                        required tax withholdings).

                                The Administrator may allow conditional
                                exercises in advance of the completion of a
                                Substantial Corporate Change that are then
                                rescinded if no Substantial Corporate Change
                                occurs.

                                The Board or other Administrator may take any
                                actions described in the Substantial Corporate
                                Changes section, without any requirement to seek
                                optionee consent.

                                A Substantial Corporate Change means any of the
                                following events:

                                        a sale as described in clause (i) under
                                        CHANGE OF CONTROL,

                                        a dissolution or liquidation as
                                        described in clause (ii),

                                        an ownership change as described in
                                        clause (iii), but with the percentage
                                        ownership increased to 100%

<PAGE>

                                        merger, consolidation, or reorganization
                                        of the Company with or into one or more
                                        corporations or other entities in which
                                        the Company is not the surviving entity,
                                        other than a transaction intended
                                        primarily to change the Company's state
                                        of incorporation or that satisfies
                                        clause (iv) under Change of Control, or

                                        any other transaction (including a
                                        merger or reorganization in which the
                                        Company survives) approved by the Board
                                        that results in any person or entity
                                        (other than an Excluded Owner) owning
                                        100% of Company Voting Securities.

LIMITATION ON           An Option granted to an employee will be an ISO only to
ISOS                    the extent that the aggregate Fair Market Value
                        (determined at the Date of Grant) of the stock with
                        respect to which ISOs are exercisable for the first time
                        by the optionee during any calendar year (under the Plan
                        and all other plans of the Company and its subsidiary
                        corporations, within the meaning of Code Section
                        422(d)), does not exceed $100,000. This limitation
                        applies to Options in the order in which such Options
                        were granted. If, by design or operation, the Option
                        exceeds this limit, the excess will be treated as an
                        NQSO.

METHOD OF               To exercise any exercisable portion of an Option, the
EXERCISE                optionee must:

                                Deliver notice of exercise to the Secretary of
                                the Company (or to whomever the Administrator
                                designates), in a form complying with any rules
                                the Administrator may issue, signed or otherwise
                                authenticated by the optionee, and specifying
                                the number of shares of Common Stock underlying
                                the portion of the Option the optionee is
                                exercising;

                                Pay the full Exercise Price by cash or a
                                cashier's or certified check for the shares of
                                Common Stock with respect to which the Option is
                                being exercised, unless the Administrator
                                consents to another form of payment (which could
                                include loans from the Company or the use of
                                Common Stock); and

                                Deliver to the Administrator such
                                representations and documents as the
                                Administrator, in its sole discretion, may
                                consider necessary or advisable.

<PAGE>

                        Payment in full of the Exercise Price need not accompany
                        the written notice of exercise if the exercise complies
                        with a previously-approved cashless exercise method,
                        including, for example, that the notice directs that the
                        stock certificates (or other indicia of ownership) for
                        the shares issued upon the exercise be delivered to a
                        licensed broker acceptable to the Company as the agent
                        for the individual exercising the Option and at the time
                        the stock certificates (or other indicia) are delivered
                        to the broker, the broker will tender to the Company
                        cash or cash equivalents acceptable to the Company and
                        equal to the Exercise Price and any required withholding
                        taxes.

                        If the Administrator agrees to allow an optionee to pay
                        through tendering shares of Common Stock to the Company,
                        the individual can only tender stock he has held for at
                        least six months at the time of surrender. Shares of
                        stock offered as payment will be valued, for purposes of
                        determining the extent to which the optionee has paid
                        the Exercise Price, at their Fair Market Value on the
                        date of exercise. The Administrator may also, in its
                        discretion, accept attestation of ownership of Common
                        Stock and issue a net number of shares upon Option
                        exercise, or by having a broker tender to the Company
                        cash equal to the exercise price and any withholding
                        taxes.

AWARD                   No one may exercise an Option more than ten years after
EXPIRATION              its Date of Grant (or five years for ISOs granted to 10%
                        owners covered by Code Sections 422(b)(6) and 424(d)). A
                        participant will immediately forfeit and can never
                        exercise or retain any portion of an Award that is
                        unexercisable or nonforfeitable at his termination of
                        service-providing relationship (for any reason), unless
                        the Award Agreement provides otherwise, either initially
                        or by amendment. Unless the Award Agreement provides
                        otherwise, either initially or by amendment, no one may
                        exercise otherwise exercisable portions of an Option
                        after the first to occur of:

        Employment              The 90th day after the date of termination of
        Termination             service-providing relationship (other than for
                                death or Disability), where termination of
                                service-providing relationship means the time
                                when the employer-employee or other
                                service-providing relationship between the
                                individual and the Company (and all Related
                                Companies) ends for any reason. The
                                Administrator may provide that Options terminate
                                immediately upon termination of
                                service-providing relationship for "cause" under
                                an employee's employment or consultant's
                                services agreement

<PAGE>

                                or under another definition specified in the
                                Award Agreement. Unless the Award Agreement or
                                the Administrator provides otherwise,
                                termination of employment does not include
                                instances in which the Company immediately
                                rehires a common law employee as an independent
                                contractor. The Administrator, in its sole
                                discretion, will determine all questions of
                                whether particular terminations or leaves of
                                absence are terminations of employment and may
                                decide to suspend the exercise or forfeiture
                                schedule during a leave rather than to terminate
                                the Award. Unless the Award Agreement or the
                                Administrator provides otherwise, terminations
                                of service-providing relationship include
                                situations in which the optionee's employer
                                ceases to be related to the Company closely
                                enough to be a Related Company for new grants.

        Gross Misconduct        For the Company's termination of the
                                participant's service-providing relationship as
                                a result of the participant's Gross Misconduct,
                                the time of such termination. For purposes of
                                this Plan, "Gross Misconduct" means the
                                participant has

                                        committed fraud, misappropriation,
                                        embezzlement, or willful misconduct that
                                        has resulted or is likely to result in
                                        material harm to the Company or a
                                        Related Company;

                                        committed or been indicted for or
                                        convicted of, or pled guilty or no
                                        contest to, any misdemeanor (other than
                                        for minor infractions or traffic
                                        violations) involving fraud, breach of
                                        trust, misappropriation, or other
                                        similar activity or otherwise relating
                                        to the Company or any Related Company,
                                        or any felony; or

                                        committed an act of gross negligence or
                                        otherwise acted with willful disregard
                                        for the Company's or a Related Company's
                                        best interests in a manner that has
                                        resulted or is likely to result in
                                        material harm to the Company or a
                                        Related Company.

                                If the participant has a written employment or
                                other agreement in effect at the time of his
                                termination that specifies "cause" for
                                termination, "Gross Misconduct" for purposes of
                                his termination will refer to "cause" under the
                                employment or other agreement, rather than to
                                the foregoing definition.

<PAGE>

        Disability              For disability, the earlier of (i) the first
                                anniversary of the participant's termination of
                                employment for disability and (ii) 60 days after
                                the participant no longer has a disability,
                                where "disability" means the inability to engage
                                in any substantial gainful activity because of
                                any medically determinable physical or mental
                                impairment that can be expected to result in
                                death or that has lasted or can be expected to
                                last for a continuous period of not less than 12
                                months; or

        Death                   The date 12 months after the participant's
                                death.

                        If exercise is permitted after termination of
                        service-providing relationship, the Award will
                        nevertheless expire as of the date that the former
                        service provider violates any covenant not to compete or
                        other post-employment covenant in effect between the
                        Company or a Related Company and the former employee or
                        other service provider. In addition, an optionee who
                        exercises an Option more than 90 days after termination
                        of employment with the Company and/or Eligible
                        Affiliates will only receive ISO treatment to the extent
                        the law permits, and becoming or remaining an employee
                        of another related company (that is not an Eligible
                        Affiliate) or an independent contractor will not prevent
                        loss of ISO status because of the formal termination of
                        employment.

                        Nothing in this Plan extends the term of an Option
                        beyond the tenth anniversary of its Date of Grant, nor
                        does anything in this AWARD EXPIRATION section make an
                        Option exercisable or Stock Grant nonforfeitable that
                        has not otherwise become exercisable or nonforfeitable,
                        unless the Administrator specifies otherwise.

AWARD                   Award Agreements (which could be certificates) will set
AGREEMENT               forth the terms of each Award and will include such
                        terms and conditions, consistent with the Plan, as the
                        Administrator may determine are necessary or advisable.
                        To the extent the agreement is inconsistent with the
                        Plan, the Plan will govern. The Award Agreements may
                        contain special rules.

PUT AND CALL            The Administrator may provide in Award Agreements or
RIGHTS                  other agreements that the Company has the right (or
                        obligation) to purchase outstanding Awards, or the
                        shares received from exercising an Option, under certain
                        circumstances, including termination of employment or
                        service-providing relationship for any reason or death
                        and may provide for rights of first refusal. The
                        Administrator may distinguish between unexercisable and
                        exercisable Awards.

<PAGE>

STOCK SUBJECT           Except as adjusted below under CORPORATE CHANGES,
TO PLAN

                                the aggregate number of shares of Common Stock
                                that may be subject to outstanding Awards may
                                not exceed 20% of the shares of Common Stock
                                issued and outstanding as of the date on which
                                the Administrator seeks to make an additional
                                grant (provided that a decrease in shares
                                outstanding will not invalidate any previously
                                issued Award),

                                the maximum number of shares that may be granted
                                under Options for a single individual in a
                                calendar year may not exceed 10% of the shares
                                of Common Stock outstanding at the closing of
                                the IPO, and

                                the aggregate number of shares of Common Stock
                                that may be issued under ISOs may not exceed
                                8,000,000.

                        The Common Stock will come from either authorized but
                        unissued shares or from previously issued shares that
                        the Company reacquires, including shares it purchases on
                        the open market or holds as treasury shares. If any
                        Award expires, is canceled, or terminates for any other
                        reason, the shares of Common Stock available under that
                        Award will again be available for the granting of new
                        Awards (but will be counted against that calendar year's
                        limit for a given individual).

                        No adjustment will be made for a dividend or other right
                        for which the record date precedes the date of exercise.

                        The optionee will have no rights of a stockholder with
                        respect to the shares of stock subject to an Option
                        except to the extent that the Company has issued
                        certificates for, or otherwise confirmed ownership of,
                        such shares upon the exercise of the Option.

                        The Company will not issue fractional shares pursuant to
                        the exercise of an Option, unless the Administrator
                        determines otherwise, but the Administrator may, in its
                        discretion, direct the Company to make a cash payment in
                        lieu of fractional shares.

PERSON WHO              During the participant's lifetime and except as provided
MAY EXERCISE            under TRANSFERS, ASSIGNMENTS, AND PLEDGES, only
                        the participant or his duly appointed guardian or
                        personal representative may exercise the Options or hold
                        the forfeitable Stock Grants. After his death, his
                        personal representative or any other person authorized
                        under a will or under the laws of descent and
                        distribution may exercise any then exercisable portion
                        of an Option. If someone other than the original
                        recipient seeks to exercise any portion of an Option,
                        the

<PAGE>

                        Administrator may request such proof as it may consider
                        necessary or appropriate of the person's right to
                        exercise the Option.

ADJUSTMENTS             Subject to any required action by the Company (which it
UPON CHANGES            agrees to promptly take) or its stockholders, and
IN CAPITAL              subject to the provisions of applicable corporate law,
STOCK                   if, after the Date of Grant of an Option,

                                the outstanding shares of Common Stock increase
                                or decrease or change into or are exchanged for
                                a different number or kind of security because
                                of any recapitalization, reclassification, stock
                                split, reverse stock split, combination of
                                shares, exchange of shares, stock dividend, or
                                other distribution payable in capital stock, or

                                some other increase or decrease in such Common
                                Stock occurs without the Company's receiving
                                consideration (excluding, unless the
                                Administrator determines otherwise, stock
                                repurchases),

                        the Administrator must make a proportionate and
                        appropriate adjustment in the number of shares of Common
                        Stock underlying each Option, so that the proportionate
                        interest of the participant immediately following such
                        event will, to the extent practicable, be the same as
                        immediately before such event. (This adjustment does not
                        apply to Common Stock that the optionee has already
                        purchased, nor to Stock Grants, each of which are
                        subject to the adjustment applicable to Common Stock.)
                        Unless the Administrator determines another method would
                        be appropriate, any such adjustment to an Option will
                        not change the total price with respect to shares of
                        Common Stock underlying the unexercised portion of the
                        Option but will include a corresponding proportionate
                        adjustment in the Option's Exercise Price. The Board or
                        other Administrator may take any actions described in
                        this section without any requirement to seek optionee
                        consent.

                        The Administrator will make a commensurate change to the
                        maximum number and kind of shares provided in the STOCK
                        SUBJECT TO PLAN section.

                        All references to numbers of shares of Common Stock in
                        the Plan and in any Option grants made on or before the
                        IPO Effective Date assume the IPO is or will be
                        completed and thus relate to post-IPO numbers of shares.

                        Any issue by the Company of any class of preferred
                        stock, or securities convertible into shares of common
                        or preferred stock of

<PAGE>

                        any class, will not affect, and no adjustment by reason
                        thereof will be made with respect to, the number of
                        shares of Common Stock subject to any Award or the
                        Exercise Price except as this ADJUSTMENTS section
                        specifically provides. The grant of an Award under the
                        Plan will 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, or to merge or to consolidate, or to
                        dissolve, liquidate, sell, or transfer all or any part
                        of its business or assets.

RELATED                 Employees of Eligible Affiliates will be entitled to
COMPANY                 participate in the Plan, except as otherwise designated
EMPLOYEES               by the Board or the Administrator.

                        Eligible Affiliate means each of the Related Companies,
                        except as the Administrator otherwise specifies. For ISO
                        grants, "Related Company" means any corporation (other
                        than the Company) in an unbroken chain of corporations
                        including the Company if, at the time an Option is
                        granted to a Participant under the Plan, each
                        corporation (other than the last corporation in the
                        unbroken chain) owns stock possessing 50% or more of the
                        total combined voting power of all classes of stock in
                        another corporation in such chain. For ISOs, Related
                        Company also includes a single-member limited liability
                        company included within the chain described in the
                        preceding sentence. The Board or the Administrator may
                        use a different definition of Related Company for NQSOs
                        and may include other forms of entity at the same level
                        of equity relationship (or such other level as the Board
                        or the Administrator specifies).

LEGAL                   The Company will not issue any shares of Common Stock
COMPLIANCE              under an Award until all applicable requirements imposed
                        by Federal and state securities and other laws, rules,
                        and regulations, and by any applicable regulatory
                        agencies or stock exchanges, have been fully met. To
                        that end, the Company may require the participant to
                        take any reasonable action to comply with such
                        requirements before issuing such shares, including
                        compliance with any Company black-out periods or trading
                        restrictions. No provision in the Plan or action taken
                        under it authorizes any action that Federal or state
                        laws otherwise prohibit.

                        The Plan is intended to conform to the extent necessary
                        with all provisions of the Securities Act of 1933
                        ("Securities Act") and the Securities Exchange Act of
                        1934 and all regulations and rules the Securities and
                        Exchange Commission issues under those laws.
                        Notwithstanding anything in the Plan to the contrary,
                        the Administrator must administer the Plan, and Awards
                        may be

<PAGE>

                        granted and exercised, only in a way that conforms to
                        such laws, rules, and regulations. To the extent
                        permitted by applicable law, the Plan and any Awards
                        will be treated as amended to the extent necessary to
                        conform to such laws, rules, and regulations.

PURCHASE FOR            Unless a registration statement under the Securities Act
INVESTMENT              covers the share of Common Stock a participant receives
AND OTHER               upon exercising his Award, the Administrator may
RESTRICTIONS            require, at the time of such exercise, that the
                        participant agree in writing to acquire such shares for
                        investment and not for public resale or distribution,
                        unless and until the shares subject to the Award are
                        registered under the Securities Act. Unless the shares
                        are registered under the Securities Act, the participant
                        must acknowledge:

                                that the shares purchased on exercise of the
                                Award are not so registered,

                                that the participant may not sell or otherwise
                                transfer the shares unless

                                        such sale or transfer complies with all
                                        applicable laws, rules, and regulations,
                                        including all applicable Federal and
                                        state securities laws, rules, and
                                        regulations, and either

                                        the shares have been registered under
                                        the Securities Act in connection with
                                        the sale or transfer thereof, or

                                        counsel satisfactory to the Company has
                                        issued an opinion satisfactory to the
                                        Company that the sale or other transfer
                                        of such shares is exempt from
                                        registration under the Securities Act.

                        Additionally, the Common Stock, when issued upon the
                        exercise of an Award, will be subject to any other
                        transfer restrictions, rights of first refusal, and
                        rights of repurchase set forth in or incorporated by
                        reference into other applicable documents, including the
                        Award Agreements, or the Company's articles or
                        certificate of incorporation, by-laws, or generally
                        applicable stockholders' agreements.

                        The Administrator may, in its sole discretion, take
                        whatever additional actions it deems appropriate to
                        comply with such restrictions and applicable laws,
                        including placing legends on certificates and issuing
                        stop- transfer orders to transfer agents and registrars.

<PAGE>

TAX WITHHOLDING         The participant must satisfy all applicable Federal,
                        state, and local income and employment tax withholding
                        requirements before the Company will deliver stock
                        certificates or otherwise recognize ownership upon the
                        exercise of an Award. The Company may decide to satisfy
                        the withholding obligations through additional
                        withholding on salary or wages. If the Company does not
                        or cannot withhold from other compensation, the
                        participant must pay the Company, with a cashier's check
                        or certified check, the full amounts, if any, required
                        for withholding. Payment of withholding obligations is
                        due before the Company will issue any share on exercise,
                        or, if the Administrator so requires, at the same time
                        as is payment of the Exercise Price. If the
                        Administrator so determines, the participant may instead
                        satisfy the withholding obligations by directing the
                        Company to retain shares from the Award exercise, by
                        tendering previously owned shares, or by attesting to
                        his ownership of shares (with the distribution of net
                        shares), or, after and IPO, by having a broker tender to
                        the Company cash equal to the withholding taxes.

TRANSFERS,              Unless the Administrator otherwise approves in advance
ASSIGNMENTS,            in writing for estate planning or other purposes, an
AND PLEDGES             Award may not be assigned, pledged or otherwise
                        transferred in any way, whether by operation of law or
                        otherwise or through any legal or equitable proceedings
                        (including bankruptcy), by the participant to any
                        person, except by will or by operation of applicable
                        laws of descent and distribution. If necessary to comply
                        with Rule 16b-3, the participant may not transfer or
                        pledge shares of Common Stock acquired upon exercise of
                        an Award until at least six months have elapsed from
                        (but excluding) the Date of Grant, unless the
                        Administrator approves otherwise in advance in writing.
                        The Administrator may, in its discretion, expressly
                        provide that a participant may transfer his Award,
                        without receiving consideration, to (i) members of his
                        immediate family (children, grandchildren, or spouse),
                        (ii) trusts for the benefit of such family members, or
                        (iii) partnerships whose only partners are such family
                        members.

AMENDMENT OR            The Board may amend, suspend, or, terminate the Plan at
TERMINATION             any time, without the consent of the participants; or
OF PLAN AND             their beneficiaries; provided, however, that such
OPTIONS                 actions are consistent with this section. Except as
                        required by law or by the Substantial Corporate Changes
                        section, the Administrator may not, without the
                        participant's or beneficiary's consent, modify the terms
                        and conditions of an Award so as to materially adversely
                        affect the participant. No amendment, suspension, or
                        termination of the Plan will, without the participant's
                        or beneficiary's consent, terminate or materially
                        adversely affect any right or obligations

<PAGE>

                        under any outstanding Awards, except as provided in the
                        Substantial Corporate Changes Section.

PRIVILEGES OF           No participant and no beneficiary or other person
STOCK                   claiming under or through such optionee will have any
OWNERSHIP               right, title, or interest in or to any shares of Common
                        Stock allocated or reserved under the Plan or subject to
                        any Award except as to such shares of Common Stock, if
                        any, already issued to such participant.

EFFECT ON               Whether receiving or exercising an Award causes the
OTHER PLANS             participant to accrue or receive additional benefits
                        under any pension or other plan is governed solely by
                        the terms of such other plan.

LIMITATIONS ON          Notwithstanding any other provisions of the Plan, no
LIABILITY               individual acting as a director, officer, other
                        employee, or agent of the Company will be liable to any
                        participant, former participant, spouse, beneficiary, or
                        any other person for any claim, loss, liability, or
                        expense incurred in connection with the Plan, nor will
                        such individual be personally liable because of any
                        contract or other instrument he executes in such other
                        capacity. The Company will indemnify and hold harmless
                        each director, officer, other employee, or agent of the
                        Company to whom any duty or power relating to the
                        administration or interpretation of the Plan has been or
                        will be delegated, against any cost or expense
                        (including attorneys' fees) or liability (including any
                        sum paid in settlement of a claim with the Board's
                        approval) arising out of any act or omission to act
                        concerning this Plan unless arising out of such person's
                        own fraud or bad faith.

NO EMPLOYMENT           Nothing contained in this Plan constitutes an employment
CONTRACT                contract between the Company and the optionees. The Plan
                        does not give any participant any right to be retained
                        in the Company's employ, nor does it enlarge or diminish
                        the Company's right to end the participant's employment
                        or other relationship with the Company.

APPLICABLE LAW          The laws of the State of Delaware (other than its choice
                        of law provisions) govern this Plan and its
                        interpretation.

DURATION OF             Unless the Board extends the Plan's term, the
PLAN                    Administrator may not grant Options after September 20,
                        2009. The Plan will then terminate but will continue to
                        govern unexercised and unexpired Options.

APPROVAL OF             The Plan must be submitted to Company stockholders for
THE PLAN                their approval within 12 months before or after the
                        Board adopts the Plan to qualify any Options designated
                        as ISOs for treatment as such. If the stockholders do
                        not so approve the Plan, the Plan and any outstanding
                        ISOs will be treated as void and of no effect.