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                                                                    EXHIBIT 10.2

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                                LOGICVISION, INC.

                              AMENDED AND RESTATED

                            2000 STOCK INCENTIVE PLAN

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                                TABLE OF CONTENTS
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SECTION 1.  ESTABLISHMENT AND PURPOSE.............................................................1

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

SECTION 3.  ADMINISTRATION........................................................................5
   (a)   Committee Composition....................................................................5
   (b)   Committee for Non-Officer Grants.........................................................5
</TABLE>

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   (c)   Committee Procedures.....................................................................5
   (d)   Committee Responsibilities...............................................................6

SECTION 4.  ELIGIBILITY...........................................................................7
   (a)   General Rule.............................................................................7
   (b)   Outside Directors........................................................................7
   (c)   Ten-Percent Stockholders.................................................................9
   (d)   Attribution Rules........................................................................9
   (e)   Outstanding Stock........................................................................9

SECTION 5.  STOCK SUBJECT TO PLAN.................................................................9
   (a)   Basic Limitation.........................................................................9
   (b)   Annual Increase in Shares................................................................9
   (c)   Additional Shares.......................................................................10
   (d)   Dividend Equivalents....................................................................10

SECTION 6.  RESTRICTED SHARES....................................................................10
   (a)   Restricted Stock Agreement..............................................................10
   (b)   Payment for Awards......................................................................10
   (c)   Vesting.................................................................................11
   (d)   Voting and Dividend Rights..............................................................11

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

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

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

SECTION 10.  STOCK APPRECIATION RIGHTS...........................................................14
   (a)   SAR Agreement...........................................................................14
   (b)   Number of Shares........................................................................15
   (c)   Exercise Price..........................................................................15
   (d)   Exercisability and Term.................................................................15
   (e)   Effect of Change in Control.............................................................15
   (f)   Exercise of SARs........................................................................15
   (g)   Special Holding Period..................................................................15
   (h)   Special Exercise Window.................................................................15
   (i)   Modification or Assumption of SARs......................................................16

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

SECTION 12.  ADJUSTMENT OF SHARES................................................................17
   (a)   Adjustments.............................................................................17
   (b)   Dissolution or Liquidation..............................................................18
   (c)   Reorganizations.........................................................................18
   (d)   Reservation of Rights...................................................................18

SECTION 13.  DEFERRAL OF AWARDS..................................................................18

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

SECTION 15.  PAYMENT OF DIRECTOR'S FEES IN SECURITIES............................................19
   (a)   Effective Date..........................................................................19
   (b)   Elections to Receive NSOs, Restricted Shares or Stock Units.............................19
   (c)   Number and Terms of NSOs, Restricted Shares or Stock Units..............................19

SECTION 16.  LEGAL AND REGULATORY REQUIREMENTS...................................................19

SECTION 17.  WITHHOLDING TAXES...................................................................20
   (a)   General.................................................................................20
   (b)   Share Withholding.......................................................................20

SECTION 18.  LIMITATION ON PARACHUTE PAYMENTS....................................................20
   (a)   Scope of Limitation.....................................................................20
   (b)   Basic Rule..............................................................................20
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   (c)   Reduction of Payments...................................................................20
   (d)   Overpayments and Underpayments..........................................................21
   (e)   Related Corporations....................................................................21

SECTION 19.  NO EMPLOYMENT RIGHTS................................................................21

SECTION 20.  DURATION AND AMENDMENTS.............................................................21
   (a)   Term of the Plan........................................................................21
   (b)   Predecessor Plan........................................................................21
   (c)   Right to Amend or Terminate the Plan....................................................22
   (d)   Effect of Amendment or Termination......................................................22

SECTION 21.  EXECUTION...........................................................................22
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                                LOGICVISION, INC.

                 AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

     The Plan was adopted by the Board of Directors on August 3, 2000 and was
amended and restated by the Board of Directors on September 25, 2000, effective
as of the commencement date of the Company's initial public offering of its
Stock on October 31, 2001, pursuant to a registration statement filed under the
Securities Act of 1933 (the "IPO"). The Plan was subsequently amended and
restated by the Board of Directors on January 17, 2002.

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

SECTION 2. DEFINITIONS.

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

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

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

     (d)"Change in Control" shall mean the occurrence of any of the following
events:

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

               (A) Had been directors of the Company on the "look-back date" (as
          defined below) (the "original directors"); or

               (B) Were elected, or nominated for election, to the Board of
          Directors with the affirmative votes of at least a majority of the
          aggregate of the original directors who were still in office at the
          time of the election or nomination and the directors whose election or
          nomination was previously so approved (the "continuing directors"); or

                                       -1-

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          (ii) Any "person" (as defined below) who by the acquisition or
     aggregation of securities, 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 50% or more of the combined voting
     power of the Company's then outstanding securities ordinarily (and apart
     from rights accruing under special circumstances) having the right to vote
     at elections of directors (the "Base Capital Stock"); except that any
     change in the relative beneficial ownership of the Company's securities by
     any person resulting solely from a reduction in the aggregate number of
     outstanding shares of Base Capital Stock, and any decrease thereafter in
     such person's ownership of securities, shall be disregarded until such
     person increases in any manner, directly or indirectly, such person's
     beneficial ownership of any securities of the Company; or

          (iii) The consummation of a merger or consolidation of the Corporation
     with or into another entity or any other corporate reorganization, if
     persons who were not stockholders of the Company immediately prior to such
     merger, consolidation or other reorganization own immediately after such
     merger, consolidation or other reorganization 50% or more of the voting
     power of the outstanding securities of each of (A) the continuing or
     surviving entity and (B) any direct or indirect parent corporation of such
     continuing or surviving entity; or

          (iv) The sale, transfer or other disposition of all or substantially
     all of the Company's assets.

     For purposes of Section 2(d)(i), the term "look-back" date shall mean the
later of (1) the date of the IPO or (2) the date 24 months prior to the date of
the event that may constitute a Change in Control.

     For purposes of Section 2(d)(ii), the term "person" shall have the same
meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall
exclude (1) a trustee or other fiduciary holding securities under an employee
benefit plan maintained by the Company or a Parent or Subsidiary and (2) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the Stock.

     Any other provision of this Section 2(d) notwithstanding, a transaction
shall not constitute a Change in Control if its sole purpose is to change the
state of the Company's incorporation or to create a holding company that will be
owned in substantially the same proportions by the persons who held the
Company's securities immediately before such transaction.

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

     (f) "Committee" shall mean the committee designated by the Board of
Directors, which is authorized to administer the Plan, as described in Section 3
hereof.

     (g) "Company" shall mean LogicVision, Inc., a Delaware corporation.

     (h) "Consultant" shall mean a consultant or advisor who provides bona fide
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor or a member

                                       -2-

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of the board of directors of a Parent or a Subsidiary who is not an Employee.
Service as a Consultant shall be considered Service for all purposes of the
Plan.

     (i) "Employee" shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.

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

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

     (l) "Fair Market Value" with respect to a Share, shall mean the market
price of one Share of Stock, determined by the Committee as follows:

          (i) If the Stock was traded over-the-counter on the date in question
     but was not traded on The Nasdaq Stock Market, then the Fair Market Value
     shall be equal to the last transaction price quoted for such date by the
     OTC Bulletin Board or, if not so quoted, shall be equal to the mean between
     the last reported representative bid and asked prices quoted for such date
     by the principal automated inter-dealer quotation system on which the Stock
     is quoted or, if the Stock is not quoted on any such system, by the "Pink
     Sheets" published by the National Quotation Bureau, Inc.;

          (ii) If the Stock was traded on The Nasdaq Stock Market, then the Fair
     Market Value shall be equal to the last reported sale price quoted for such
     date by The Nasdaq Stock Market;

          (iii) If the Stock was traded on a United States stock exchange on the
     date in question, then the Fair Market Value shall be equal to the closing
     price reported for such date by the applicable composite-transactions
     report; and

          (iv) If none of the foregoing provisions is applicable, then the Fair
     Market Value shall be determined by the Committee in good faith on such
     basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.

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

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

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

                                       -3-

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

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

     (r) "Outside Director" shall mean a member of the Board of Directors who is
not a common-law employee of the Company, a Parent or a Subsidiary. Service as
an Outside Director shall be considered Service for all purposes of the Plan,
except for purposes of determining eligibility for the grant of ISOs under
Section 4(a).

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

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

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

     (v) "Predecessor Plan" shall mean the Company's 1994 Flexible Stock
Incentive Plan, as amended.

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

     (x) "Restricted Share" shall mean a Share awarded under the Plan.

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

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

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

     (bb) "Service" shall mean service as an Employee, Consultant or Outside
Director.

     (cc) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 12 (if applicable).

     (dd) "Stock" shall mean the Common Stock of the Company.

     (ee) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions pertaining
to his Option.

                                       -4-

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     (ff) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan that contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (gg) "Stock Unit" shall mean a bookkeeping entry representing the
equivalent of one Share, as awarded under the Plan.

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

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

     (jj) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment 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.

SECTION 3. ADMINISTRATION.

     (a) Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist of two or more directors of the Company, who shall
be appointed by the Board. In addition, the composition of the Committee shall
satisfy

          (i)  such requirements as the Securities and Exchange Commission may
     establish for administrators acting under plans intended to qualify for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (ii) such requirements as the Internal Revenue Service may establish
     for outside directors acting under plans intended to qualify for exemption
     under Section 162(m)(4)(C) of the Code.

     (b) Committee for Non-Officer Grants. The Board may also appoint one or
more separate committees of the Board, each composed of one or more directors of
the Company who need not satisfy the requirements of Section 3(a), who may
administer the Plan with respect to Employees who are not considered officers or
directors of the Company under Section 16 of the Exchange Act, may grant Awards
under the Plan to such Employees and may determine all terms of such grants.
Within the limitations of the preceding sentence, any reference in the Plan to
the Committee shall include such committee or committees appointed pursuant to
the preceding sentence.

     (c) Committee Procedures. The Board of Directors shall designate one of the
members of the Committee as chairman. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of the Committee
members present at

                                       -5-

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meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.

     (d) Committee Responsibilities. Subject to the provisions of the Plan, the
Committee shall have full discretionary authority to take the following actions:

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

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

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

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

          (v)   To select the Offerees and Optionees;

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

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

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

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

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

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

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

                                       -6-

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

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

Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority with regard to the
selection for participation of or the granting of Options or other rights under
the Plan to persons subject to Section 16 of the Exchange Act. All decisions,
interpretations and other actions of the Committee shall be final and binding on
all Offerees, all Optionees, and all persons deriving their rights from an
Offeree or Optionee. No member of the Committee shall be liable for any action
that he has taken or has failed to take in good faith with respect to the Plan,
any Option, or any right to acquire Shares under the Plan.

SECTION 4. ELIGIBILITY.

     (a) General Rule. Only Employees shall be eligible for the grant of ISOs.
Only Employees, Consultants and Outside Directors shall be eligible for the
grant of Restricted Shares, Stock Units, NSOs or SARs, and grants to Outside
Directors shall comply with the provisions of Section 4(b).

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

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

          (ii)  Each Outside Director who first joins the Board of Directors
     after October 31, 2001 shall receive a Nonstatutory Option, subject to
     approval of the Plan by the Company's stockholders, to purchase 7,500
     Shares (subject to adjustment under Section 12) on the first business day
     after his or her election to the Board of Directors.

          (iii) On the first business day following the conclusion of each
     regular annual meeting of the Company's stockholders after such Outside
     Director's appointment or election to the Board of Directors, commencing
     with the annual meeting occurring after October 31, 2001, each Outside
     Director who will continue serving as a member of the Board of Directors
     thereafter shall receive an Option to purchase 2,500 Shares, subject to
     adjustment under Section 12. Each Outside Director who is not initially
     elected at a regular annual meeting of the Company's stockholders shall
     receive an Option to purchase a pro rata portion of 2,500 Shares within ten
     business days of his or her election based on the number of full months
     remaining from date of election until the next regular annual meeting of
     the Company's stockholders divided by 12. Any fractional shares resulting
     from such calculation shall be rounded up to the nearest whole number.

          (iv)  The Exercise Price of all Nonstatutory Options granted to an
     Outside Director under this Section 4(b) shall be equal to 100% of the Fair
     Market Value of a

                                       -7-

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     Share on the date of grant, payable in one of the forms described in
     Section 9(a), Section 9(b) or Section 9(d).

          (v) Each Option granted under Section 4(b)(ii) shall become
     exercisable in three equal annual installments on each of the first three
     anniversaries of the date of grant. Except as set forth in the next
     succeeding sentence, each Option granted under Section 4(b)(iii) above
     shall become exercisable in full on the first anniversary of the date of
     grant. Each Option granted to Outside Directors who were not initially
     elected at a regular annual meeting of the Company's stockholders shall
     become exercisable in full at the next regular annual meeting of the
     Company's stockholders following the date of grant. Notwithstanding the
     foregoing, each Option that has been outstanding for not less than six
     months shall become exercisable in full in the event that a Change in
     Control occurs with respect to the Company.

          (vi) Subject to Section 4(b)(vii) and Section 4(b)(viii), all
     Nonstatutory Options granted to an Outside Director under this Section 4(b)
     shall terminate on the tenth anniversary of the date of grant of such
     Options.

          (vii) If an Optionee's Service terminates for any reason other than
     death, then his or her Options shall expire on the earliest of the
     following occasions:

               (A) The expiration date determined pursuant to Section 4(b)(vi);

               (B) The date 24 months after the termination of the Optionee's
          Service, if the termination occurs because of his or her Total and
          Permanent Disability; or

               (C) The date six months after the termination of the Optionee's
          Service for any reason other than Total and Permanent Disability.

     The Optionee may exercise all or part of his or her Options at any time
     before the expiration of such Options under the preceding sentence, but
     only to the extent that such Options had become exercisable before his or
     her Service terminated. The balance of such Options shall lapse when the
     Optionee's Service terminates. In the event that the Optionee dies after
     the termination of his or her Service but before the expiration of his or
     her Options, all or part of such Options may be exercised at any time prior
     to their expiration by the executors or administrators of the Optionee's
     estate or by any person who has acquired such Options directly from him or
     her by bequest, inheritance or beneficiary designation under the Plan, but
     only to the extent that such Options had become exercisable before his or
     her Service terminated.

          (viii) If an Optionee dies while he or she is in Service, then his or
     her Options shall expire on the earlier of the following dates:

               (A) The expiration date determined pursuant to Section 4(b)(vi)
          above; or

                                       -8-

<PAGE>

               (B) The date 24 months after his or her death.

     All or part of the Optionee's Options may be exercised at any time before
     the expiration of such Options under the preceding sentence by the
     executors or administrators of his or her estate or by any person who has
     acquired such Options directly from him or her by bequest, inheritance or
     beneficiary designation under the Plan.

          (ix) No Option shall be transferable by the Optionee other than by
     will, by written beneficiary designation or by the laws of descent and
     distribution. An Option may be exercised during the lifetime of the
     Optionee only by the Optionee or by the Optionee's guardian or legal
     representative. Except as permitted by the Committee, no Option or interest
     therein may be transferred, assigned, pledged or hypothecated by the
     Optionee during his or her lifetime, whether by operation of law or
     otherwise, or be made subject to execution, attachment or similar process.

     (c) Ten-Percent Stockholders. An Employee who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company,
a Parent or Subsidiary shall not be eligible for the grant of an ISO unless (a)
the Exercise Price under the ISO is not less than 110% of the Fair Market Value
of a Share on the date of grant; and (b) the term of the ISO does not exceed 5
years from the date of grant.

     (d) Attribution Rules. For purposes of Section 4(c) above, in determining
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for such Employee's brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its stockholders, partners or beneficiaries.

     (e) Outstanding Stock. For purposes of Section 4(c) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.

     (a) Basic Limitation. Shares offered under the Plan shall be authorized but
unissued Shares or treasury Shares. The maximum aggregate number of Options,
SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed
1,000,000 Shares, plus the additional Shares described in Section 5(b) and
Section 5(c). The limitation of this Section 5(a) shall be subject to adjustment
pursuant to Section 12.

     (b) Annual Increase in Shares. As of January 1 of each year, commencing
with the year 2002, the aggregate number of Options, SARs, Stock Units and
Restricted Shares that may be awarded under the Plan shall automatically
increase by a number equal to the lesser of (i) 750,000 shares, (ii) 3.5% of the
outstanding shares of Stock of the Company on such date or (iii) a lesser amount
determined by the Board. The aggregate number of Shares that may be issued under
the Plan shall at all times be subject to adjustment pursuant to Section 12. The
number of Shares that are subject to Options or other rights outstanding at any
time under the Plan shall not exceed the number of Shares which then remain
available for issuance under the

                                       -9-

<PAGE>

Plan. The Company, during the term of the Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of the Plan.

     (c) Additional Shares.

          (i)   On the effective date of the Plan, all shares of Common Stock
     which are then available for the grant of stock options or for issuance
     under the Predecessor Plan (together with such additional number of shares
     as may be required pursuant to the antidilution provisions of the
     Predecessor Plan), shall become available for Awards under the Plan.

          (ii)  Upon the expiration or termination unexercised of currently
     outstanding options or the repurchase of restricted shares under the
     Predecessor Plan, the Company shall reserve an equivalent number of shares
     as were initially reserved for issuance pursuant to such expired or
     terminated unexercised options or repurchased shares (together with such
     additional number of shares as may be required pursuant to the antidilution
     provisions of the Predecessor Plan) of its Common Stock, subject to
     adjustment under Section 12, and such shares shall become available for
     Awards under the Plan.

          (iii) If Restricted Shares or Shares issued upon the exercise of
     Options are forfeited, then such Shares shall again become available for
     Awards under the Plan. If Stock Units, Options or SARs are forfeited or
     terminate for any other reason before being exercised, then the
     corresponding Shares shall again become available for Awards under the
     Plan. If Stock Units are settled, then only the number of Shares (if any)
     actually issued in settlement of such Stock Units shall reduce the number
     available under Section 5(a) and the balance shall again become available
     for Awards under the Plan. If SARs are exercised, then only the number of
     Shares (if any) actually issued in settlement of such SARs shall reduce the
     number available in Section 5(a) and the balance shall again become
     available for Awards under the Plan. The foregoing notwithstanding, the
     aggregate number of Shares that may be issued under the Plan upon the
     exercise of ISOs shall not be increased when Restricted Shares or other
     Shares are forfeited.

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

SECTION 6. RESTRICTED SHARES

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

     (b) Payment for Awards. Subject to the following sentence, Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past

                                      -10-

<PAGE>

services and future services. To the extent that an Award consists of newly
issued Restricted Shares, the Award recipient shall furnish consideration with a
value not less than the par value of such Restricted Shares in the form of cash,
cash equivalents, or past services rendered to the Company (or a Parent or
Subsidiary), as the Committee may determine.

     (c) Vesting. Each Award of Restricted Shares may or may not be subject to
vesting. Vesting shall occur, in full or in installments, upon satisfaction of
the conditions specified in the Restricted Stock Agreement. A Restricted Stock
Agreement may provide for accelerated vesting in the event of the Participant's
death, disability or retirement or other events. The Committee may determine, at
the time of granting Restricted Shares of thereafter, that all or part of such
Restricted Shares shall become vested in the event that a Change in Control
occurs with respect to the Company.

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

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

     (a) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree 30 days after the grant of such right was
communicated to him by the Committee. Such right shall not be transferable and
shall be exercisable only by the Offeree to whom such right was granted.

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

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

SECTION 8. TERMS AND CONDITIONS OF OPTIONS.

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The Stock Option Agreement shall specify whether the Option is
an ISO or an NSO. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical. Options may be granted in
consideration of a reduction in the Optionee's other compensation. A Stock
Option Agreement

                                      -11-

<PAGE>

may provide that a new Option will be granted automatically to the Optionee when
he or she exercises a prior Option and pays the Exercise Price in a form
described in Section 9(b).

     (b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 12. No Employee or Consultant shall be
granted Options to purchase more than 500,000 Shares in any fiscal year of the
Company, except that Options granted to a new Employee or Consultant in the
fiscal year of the Company in which his or her Service first commences shall not
cover more than 1,000,000 Shares (in each case subject to adjustment in
accordance with Section 12).

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, except as otherwise provided in
Section 4(c), and the Exercise Price of an NSO shall not be less than 100% of
the Fair Market Value of a Share on the date of grant. Subject to the foregoing
in this Section 8(c), the Exercise Price under any Option shall be determined by
the Committee at its sole discretion. The Exercise Price shall be payable in one
of the forms described in Section 9.

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

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

     (f) Nontransferability. Except as permitted by the Committee, during an
Optionee's lifetime, his or her Option(s) shall be exercisable only by the
Optionee and shall not be transferable. In the event of an Optionee's death, his
or her Option(s) shall not be transferable other than by will or by the laws of
descent and distribution.

     (g) Exercise of Options Upon Termination of Service. Each Stock Option
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's Service with the
Company and its Subsidiaries, and the right to exercise the Option of any
executors or administrators of the Optionee's estate or any

                                      -12-

<PAGE>

person who has acquired such Option(s) directly from the Optionee by bequest or
inheritance. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of Service.

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

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

     (j) No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustments shall be made, except as provided in Section 12.

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

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

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

                                      -13-

<PAGE>

SECTION 9.  PAYMENT FOR SHARES.

     (a) General Rule. The entire Exercise Price of Shares issued under the Plan
shall be payable in lawful money of the United States of America at the time
when such Shares are purchased, except as provided in Section 9(b) through
Section 9(g) below.

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

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

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

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

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

     (g) Other Forms of Payment. To the extent that a Stock Option Agreement so
provides, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

SECTION 10. STOCK APPRECIATION RIGHTS.

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

                                      -14-

<PAGE>

identical. SARs may be granted in consideration of a reduction in the Optionee's
other compensation.

     (b) Number of Shares. Each SAR Agreement shall specify the number of Shares
to which the SAR pertains and shall provide for the adjustment of such number in
accordance with Section 12. SARs granted to any Optionee in a single calendar
year shall in no event pertain to more than 500,000 Shares, except that SARs
granted to a new Employee or Consultant in the fiscal year of the Company in
which his or her Service first commences shall not pertain to more than
1,000,000 Shares. The limitations set forth in the preceding sentence shall be
subject to adjustment in accordance with Section 12.

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

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

     (e) Effect of Change in Control. The Committee may determine, at the time
of granting a SAR or thereafter, that such SAR shall become fully exercisable as
to all Common Shares subject to such SAR in the event that a Change in Control
occurs with respect to the Company.

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

     (g) Special Holding Period. To the extent required by Section 16 of the
Exchange Act or any rule thereunder, an SAR shall not be exercised for cash
unless both it and the related Option have been outstanding for more than six
months.

     (h) Special Exercise Window. To the extent required by Section 16 of the
Exchange Act or any rule thereunder, an SAR may only be exercised for cash
during a period which

                                      -15-

<PAGE>

(a) begins on the third business day following a date when the Company's
quarterly summary statement of sales and earnings is released to the public and
(b) ends on the 45th business day following such date. This Section 10(h) shall
not apply if the exercise occurs automatically on the date when the related
Option expires, and the Committee may determine that it shall not apply to
limited SARs that are exercisable only in the event of a Change in Control.

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

SECTION 11. STOCK UNITS.

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

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

     (c) Vesting Conditions. Each Award of Stock Units may or may not be subject
to vesting. Vesting shall occur, in full or in installments, upon satisfaction
of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement
may provide for accelerated vesting in the event of the Participant's death,
disability or retirement or other events. The Committee may determine, at the
time of granting Stock Units or thereafter, that all or part of such Stock Units
shall become vested in the event that a Change in Control occurs with respect to
the Company.

     (d) Voting and Dividend Rights. The holders of Stock Units shall have no
voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under
the Plan may, at the Committee's discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Share while the Stock Unit is outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution, any dividend equivalents which
are not paid shall be subject to the same conditions and restrictions (including
without limitation, any forfeiture conditions) as the Stock Units to which they
attach.

     (e) Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of (a) cash, (b) Shares or (c) any combination of
both, as determined by the Committee. The actual number of Stock Units eligible
for settlement may be larger or smaller than the number included in the original
Award, based on predetermined performance

                                      -16-

<PAGE>

factors. Methods of converting Stock Units into cash may include (without
limitation) a method based on the average Fair Market Value of Shares over a
series of trading days. Vested Stock Units may be settled in a lump sum or in
installments. The distribution may occur or commence when all vesting conditions
applicable to the Stock Units have been satisfied or have lapsed, or it may be
deferred to any later date. The amount of a deferred distribution may be
increased by an interest factor or by dividend equivalents. Until an Award of
Stock Units is settled, the number of such Stock Units shall be subject to
adjustment pursuant to Section 12.

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

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

SECTION 12. ADJUSTMENT OF SHARES.

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

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

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

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

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

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

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

Except as provided in this Section 12, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any

                                      -17-

<PAGE>

subdivision or consolidation of shares of stock of any class, the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class.

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

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

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

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

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

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

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

     (d) Reservation of Rights. Except as provided in this Section 12, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 13. DEFERRAL OF AWARDS.

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

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

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

                                      -18-

<PAGE>

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

     A deferred compensation account established under this Section 13 may be
credited with interest or other forms of investment return, as determined by the
Committee. A Participant for whom such an account is established shall have no
rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms pertaining to such Awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 13.

SECTION 14. AWARDS UNDER OTHER PLANS.

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

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

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

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

     (c) Number and Terms of NSOs, Restricted Shares or Stock Units. The number
of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual retainers and meeting fees that would otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

SECTION 16. LEGAL AND REGULATORY REQUIREMENTS.

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations and the regulations of any stock exchange on

                                      -19-

<PAGE>

which the Company's securities may then be listed, and the Company has obtained
the approval or favorable ruling from any governmental agency which the Company
determines is necessary or advisable.

SECTION 17. WITHHOLDING TAXES.

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

     (b) Share Withholding. The Committee may permit a Participant to satisfy
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Shares that otherwise would be issued
to him or her or by surrendering all or a portion of any Shares that he or she
previously acquired. Such Shares shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash. In no event may a
Participant have Shares withheld that would otherwise be issued to him or her in
excess of the number necessary to satisfy the legally required minimum tax
withholding.

SECTION 18. LIMITATION ON PARACHUTE PAYMENTS.

     (a) Scope of Limitation. This Section 18 shall apply to an Award unless the
Committee, at the time of making an Award under the Plan or at any time
thereafter, specifies in writing that such Award shall not be subject to this
Section 18. If this Section 18 applies to an Award, it shall supersede any
contrary provision of the Plan or of any Award granted under the Plan.

     (b) Basic Rule. In the event that the independent auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of
the provisions concerning "excess parachute payments" in Section 280G of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Section 18, the "Reduced
Amount" shall be the amount, expressed as a present value, which maximizes the
aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of Section 280G of the Code.

     (c) Reduction of Payments. If the Auditors determine that any Payment would
be nondeductible by the Company because of Section 280G of the Code, then the
Company shall promptly give the Participant notice to that effect and a copy of
the detailed calculation thereof and of the Reduced Amount, and the Participant
may then elect, in his or her sole discretion, which and how much of the
Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice. If no such election is made by the Participant within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such

                                      -20-

<PAGE>

election the aggregate present value of the Payments equals the Reduced Amount)
and shall notify the Participant promptly of such election. For purposes of this
Section 18, present value shall be determined in accordance with Section
280G(d)(4) of the Code. All determinations made by the Auditors under this
Section 18 shall be binding upon the Company and the Participant and shall be
made within 60 days of the date when a Payment becomes payable or transferable.
As promptly as practicable following such determination and the elections
hereunder, the Company shall pay or transfer to or for the benefit of the
Participant such amounts as are then due to him or her under the Plan and shall
promptly pay or transfer to or for the benefit of the Participant in the future
such amounts as become due to him or her under the Plan.

     (d) Overpayments and Underpayments. As a result of uncertainty in the
application of Section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company that should not have been made (an "Overpayment") or that additional
Payments that will not have been made by the Company could have been made (an
"Underpayment"), consistent in each case with the calculation of the Reduced
Amount hereunder. In the event that the Auditors, based upon the assertion of a
deficiency by the Internal Revenue Service against the Company or the
Participant that the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount subject to taxation under Section 4999 of the Code.
In the event that the Auditors determine that an Underpayment has occurred, such
Underpayment shall promptly be paid or transferred by the Company to or for the
benefit of the Participant, together with interest at the applicable federal
rate provided in Section 7872(f)(2) of the Code.

     (e) Related Corporations. For purposes of this Section 18, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with Section 280G(d)(5) of the Code.

SECTION 19. NO EMPLOYMENT RIGHTS.

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

SECTION 20. DURATION AND AMENDMENTS.

     (a) Term of the Plan. The Plan, as set forth herein, shall terminate
automatically on August 2, 2010 and may be terminated on any earlier date
pursuant to Section 20(c) below.

     (b) Predecessor Plan. The Plan shall serve as the successor to the
Predecessor Plan, and no further option grants shall be made under the
Predecessor Plan after the Plan's effective date. All options outstanding under
the Predecessor Plans as of the Plan's effective date shall, immediately upon
approval of the Plan by the Company's stockholders, be incorporated into the

                                      -21-

<PAGE>

Plan and treated as outstanding options under the Plan. However, each
outstanding option so incorporated shall continue to be governed solely by the
terms of the documents evidencing such option, and no provision of the Plan
shall be deemed to affect or otherwise modify the rights or obligations of the
holders of such incorporated options with respect to their acquisition of shares
of Stock.

     (c) Right to Amend or Terminate the Plan. The Board of Directors may amend
or terminate the Plan at any time and for any reason. Rights and obligations
under any Option granted before amendment of the Plan shall not be materially
impaired by such amendment, except with consent of the person to whom the Option
was granted. An amendment of the Plan shall be subject to the approval of the
Company's stockholders only to the extent required by applicable laws,
regulations or rules.

     (d) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.

SECTION 21. EXECUTION.

     To record the amendment and restatement of the Plan by the Board of
Directors on January 17, 2002, the Company has caused its authorized officer to
execute the same.

                                             LOGICVISION, INC.


                                                By  /s/ John H. Barnet
                                                    ----------------------------
                                                        John H. Barnet
                                                   Vice President of Finance and
                                                     Chief Financial Officer

                                      -22-

<PAGE>

                                 AMENDMENT NO.1
                                     TO THE
                              AMENDED AND RESTATED
                            2000 STOCK INCENTIVE PLAN

          The Amended and Restated 2000 Stock Incentive Plan of Logic Vision,
Inc.(the "Plan") is hereby further amended, effective January 17, 2002, as
follows:

     1. Secton4(b)(iii)of the Plan shall be amended to read in its entirety as
follows:

          "On the first business day following the conclusion of each regular
          annual meeting of the Company's stockholders after such Outside
          Director's appointment or election to the Board of Directors,
          commencing with the annual meeting occurring after October 31,2001,
          each Outside Director who will continue serving as a member of the
          Board of Directors thereafter shall receive an Option to purchase
          4,000 Shares, subject to adjustment under Section 12. Each Outside
          Director who is not initially elected at a regular annual meeting of
          the Company's stockholders shall receive an Option to purchase a pro
          rata portion of 4,000 Shares within ten business days of his or her
          election based on the number of full months remaining from date of
          election until the next regular annual meeting of the Company's
          stockholders divided by 12. Any fractional shares resulting from such
          calculation shall be rounded up to the nearest whole number."

     2.   To record the adoption of this Amendment to the Plan by the Board of
Directors as of January 17,2002, the Corporation has caused its authorized
officer to execute the same.

                                            LOGICVISION, INC.


                                            By: /s/ John H. Barnet
                                                --------------------------------

                                            Name:John H. Barnet
                                                 -------------------------------

                                            Its: Vice President of Finance and
                                                 -------------------------------
                                                 Chief Financial Officer
                                                 -------------------------------

<PAGE>

--------------------------------------- ----------------------------------------
                                        LogicVision, Inc.
Notice of Grant of Stock Options        ID:  94-3 166964
and Option Agreement                    101 Metro Drive, Third Floor
                                        San Jose, CA  95110
--------------------------------------- ----------------------------------------
[Name]                                  Option Number:
[Address]                               Plan:
                                        ID:
--------------------------------------- ----------------------------------------


Effective ____________, you have been granted a(n) [Incentive/Nonstatutory]
Stock Option to buy ____________ shares of LogicVision, Inc. (the Company) stock
at $____________ per share.

The total option price of the shares granted is $____________.

Shares in each period will become fully vested in the date shown.

 Shares              Vest Type                Full Vest              Expiration






By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

--------------------------------------------------------------------------------


--------------------------------------- ----------------------------------------
LogicVision, Inc.                       Date


--------------------------------------- ----------------------------------------
[Name]                                  Date

<PAGE>


                             LOGICVISION, INC. 2000
                              STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

Tax Treatment       This option is intended to be an incentive stock option
                    under section 422 of the Internal Revenue Code or a
                    nonstatutory option, as shown in the Notice of Stock Option
                    Grant.

Vesting             This option becomes exercisable in installments, as shown in
                    the Notice of Stock Option Grant. No additional shares
                    become exercisable after your Service as an employee,
                    consultant or director of LogicVision, Inc. (the "Company")
                    or a subsidiary of the Company has terminated for any
                    reason.

                    Note: Under the Plan, the Compensation Committee has the
                    discretion to provide for accelerated vesting of an option
                    in the event of death, disability, retirement, a change in
                    control or any combination of the foregoing events. If the
                    Committee has not provided for accelerated vesting of the
                    option, the remaining text in this section should be
                    deleted.

                    In addition, this option becomes exercisable in full if one
                    of the following events occur:

                    o    The Company is subject to a "change in control," as
                         defined in the LogicVision, Inc. 2000 Stock Incentive
                         Plan (the "Plan"), while you are in Service for the
                         Company or a subsidiary of the Company. However, if
                         this option is designated as an ISO in the Notice of
                         Stock Option Grant, your option will not become fully
                         exercisable unless you consent in writing to the
                         acceleration.

                    o    Your Service as an employee, consultant or director of
                         the Company or a subsidiary of the Company terminates
                         because of death, total and permanent disability (as
                         defined below) or retirement on or after age 65.

Term                This option will expire in any event at the close of
                    business at the Company's headquarters on the day before the
                    10th anniversary of the Date of Grant, as shown in the
                    Notice of Stock Option Grant (fifth anniversary for a 10%
                    owner). This option will expire earlier if your Service
                    terminates, as described below. The term "Service" and all
                    other capitalized terms in this Agreement are defined in the
                    official Plan document.

<PAGE>

Regular             If your Service terminates for any reason other than death
Termination         or total and permanent disability, then this option will
                    expire at the close of business at the Company's
                    headquarters on the date three months after the date your
                    Service terminates. The Company has the discretionary
                    authority to determine when your Service terminates for all
                    purposes of the Plan and its determinations are conclusive
                    and binding on all persons.

Death               If you die as an employee, director, consultant or advisor
                    of the Company or one of its subsidiaries, then this option
                    will expire at the close of business at the Company's
                    headquarters on the date 12 months after the date of your
                    death. During that twelve-month period, your estate or heirs
                    may exercise your option.

Disability          If your Service terminates because of your total and
                    permanent disability, then this option will expire at the
                    close of business at the Company's headquarters on the date
                    12 months after the date on which your Service terminates.
                    "Total and permanent disability" means that you are unable
                    to engage in any substantial gainful activity by reason 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 one year. The Company has the discretionary
                    authority to determine whether a total and permanent
                    disability exists and its determination is conclusive and
                    binding on all persons.

Leaves of Absence   If you take a military leave, sick leave or other bona fide
                    leave of absence (such as temporary employment with the
                    government), when and whether your Service terminates will
                    be determined by the Company its discretion. Generally, the
                    following rules, which are subject to change by the Company
                    in its discretion, will apply:

                    o    If you take an authorized-unpaid leave of absence that
                         does not exceed 90 days, your Service does not
                         terminate provided that you remain continuously
                         employed by the Company for at least one month after
                         you return from your leave. If you do not remain
                         continuously employed by the Company for at least one
                         month after your leave or if your leave exceeds 90
                         days, then your Service terminates on the 91st day
                         after your leave started.

                    o    If you take a leave with a right to reemployment
                         guaranteed by law or contract and you return to work by
                         the date that your reemployment rights terminate under
                         such law or contract (the "latest reemployment date"),
                         your Service does not terminate provided that you
                         remain continuously employed by the Company for at
                         least one month after you return from your leave. If
                         you do not remain continuously employed by the Company
                         for at least one month after your leave or if you do
                         not return to work by the latest reemployment date,
                         then your Service terminates on the day after the
                         latest reemployment date.

Restrictions on     The Company will not permit you to exercise this option if
Exercise            the issuance of shares at that time would violate any law or
                    regulation.

<PAGE>

Notice of Exercise  When you wish to exercise this option, you must notify the
                    Company by submitting the "Notice of Exercise of Stock
                    Option" form provided by the Company to the address given on
                    the form. Facsimiles are not acceptable. Your notice must
                    specify how many shares you wish to purchase and how your
                    shares should be registered (in your name only or in your
                    and your spouse's names as community property or as joint
                    tenants with right of survivorship). The notice will be
                    effective when it is received by the Company. If someone
                    else wants to exercise this option after your death, that
                    person must prove to the Company's satisfaction that he or
                    she is entitled to do so.

Form of Payment     When you submit your notice of exercise, you must include
                    payment of the option price for the shares you are
                    purchasing. Subject to any restrictions on resale described
                    below, payment may be made in one (or a combination of two
                    or more) of the following forms:

                    o    Your personal check, a cashier's check or a money
                         order.

                    o    Irrevocable directions to a securities broker approved
                         by the Company to sell your option shares and to
                         deliver all or a portion of the sale proceeds to the
                         Company in payment of the option price. The directions
                         must be given by signing a special "Notice of Exercise
                         of Stock Option" form provided by the Company. The
                         balance of the sale proceeds, if any, will be delivered
                         to you.

                    o    Irrevocable directions to a securities broker approved
                         by the Company to pledge your option shares for a loan
                         and to deliver all or a portion of the loan proceeds to
                         the Company in payment of the option price. (The
                         balance of the loan proceeds, if any, will be delivered
                         to you.) The directions must be given by signing a
                         special "Notice of Exercise of Stock Option" form
                         provided by the Company.

                    o    Certificates for the Company stock that you have owned
                         for at least six months, along with any forms needed to
                         effect a transfer of the shares to the Company. The
                         value of the shares, determined as of the effective
                         date of the option exercise, will be applied to the
                         option price.

Withholding         You will not be allowed to exercise this option unless you
Taxes               make acceptable arrangements to pay any withholding taxes
                    that may be due as a result of your option exercise.

Restrictions on     By signing this Agreement, you agree not to sell any option
Resale              shares at a time when applicable laws, Company policies or
                    an agreement between the Company and its underwriters
                    prohibit a sale (e.g., a lock-up period after a public
                    offering of the Company's stock). This restriction will
                    apply as long as you are an employee, director, consultant
                    or advisor of the Company or a subsidiary of the Company.

<PAGE>
Transfer of         Prior to your death, only you may exercise this option.  You
Option              cannot transfer or assign this option. For instance, you may
                    not sell this option or use it as security for a loan. If
                    you attempt to do any of these things, this option will
                    immediately become invalid. You may, however, dispose of
                    this option in your will or a written beneficiary
                    designation. Such a designation must be filed with the
                    Company on the proper form and will be recognized only if it
                    is received at the Company headquarters before your death.
                    Regardless of any marital property settlement agreement, the
                    Company is not obligated to honor a notice of exercise from
                    your former spouse, nor is the Company obligated to
                    recognize your former spouse's interest in your option in
                    any other way.

Retention Rights    Your option or this Agreement do not give you the right to
                    be retained by the Company or its subsidiaries in any
                    capacity. The Company and its subsidiaries reserve the right
                    to terminate your service at any time, with or without
                    cause.

Stockholder         You, or your estate or heirs, have no rights as a
Rights              stockholder of the Company until a certificate for your
                    option shares has been issued. No adjustments are made for
                    dividends or other rights if the applicable record date
                    occurs before your stock certificate is issued, except as
                    described in the Plan.

Adjustments         In the event of a stock split, stock dividend or a similar
                    change in the Company stock, the number of shares covered by
                    this option and the exercise price per share may be adjusted
                    pursuant to the Plan.

Applicable Law      This Agreement will be interpreted and enforced under the
                    laws of the State of Delaware (without regard to their
                    choice-of-law provisions).

The Plan and        The text of the Plan is incorporated in this Agreement by
Other Agreements    reference. This Agreement and the Plan constitute the entire
                    understanding between you and the Company regarding this
                    option. Any prior agreements, commitments or negotiations
                    concerning this option are superseded. This Agreement may be
                    amended only by another written agreement signed by both
                    parties.

          BY SIGNING THE NOTICE OF STOCK OPTION GRANT, YOU AGREE TO ALL
          OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.