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                                                               EXHIBIT 10.A.49

                              APPLE COMPUTER, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN
                          (AS AMENDED THROUGH 10/11/00)

            1.     PURPOSES OF THE PLAN. The purposes of this 1997 Employee
Stock Option Plan are to assist the Company in attracting and retaining high
quality personnel, to provide additional incentive to Employees who are not
Directors or Officers of the Company and to promote the success of the
Company's business. Options granted under the Plan shall be Nonstatutory
Stock Options. SARs granted under the Plan may be granted in connection with
Options or independently of Options.

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

                   "ADMINISTRATOR" means the Board or any of its Committees,
as shall be administering the Plan from time to time pursuant to Section 4 of
the Plan.

                   "AFFILIATED COMPANY" means a corporation which is not a
Subsidiary but with respect to which the Company owns, directly or indirectly
through one or more Subsidiaries, at least twenty percent of the total voting
power, unless the Administrator determines in its discretion that such
corporation is not an Affiliated Company.

                   "APPLICABLE LAWS" shall have the meaning set forth in
Section 4 of the Plan.

                   "BOARD" means the Board of Directors of the Company.

                   "CHANGE IN CONTROL" shall have the meaning set forth in
Section 10 of the Plan.

                   "CHANGE IN CONTROL PRICE" shall have the meaning set forth
in Section 12 of the Plan.

                   "COMMON STOCK" means the common stock, no par value, of
the Company.

                   "COMPANY" means Apple Computer, Inc., a California
corporation, or its successor.

                   "COMMITTEE" means a Committee, if any, appointed by the
Board in accordance with Section 4(a) of the Plan.

                   "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

                   "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of
any interruption or termination of the employment relationship with the
Company or any Subsidiary or Affiliated Company. Continuous Status as an
Employee shall not be considered interrupted in the case of (i) medical
leave, military leave, family leave, or any other leave of absence approved
by the Administrator, provided, in each case, that


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<PAGE>

such leave does not result in termination of the employment relationship with
the Company or any Subsidiary or Affiliated Company, as the case may be,
under the terms of the respective Company policy for such leave; however,
vesting may be tolled while an employee is on an approved leave of absence
under the terms of the respective Company policy for such leave; or (ii) in
the case of transfers between locations of the Company or between the
Company, its Subsidiaries, its successor or its Affiliated Companies;

                   "DIRECTOR" means a member of the Board.

                   "EMPLOYEE" means any person, employed by and on the
payroll of the Company, any Subsidiary or any Affiliated Company.

                   "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

                   "FAIR MARKET VALUE" means the value of Common Stock
determined as follows:

              (i)     If the Common Stock is listed on any established stock
         exchange or a national market system (including without limitation
         the National Market System of the National Association of Securities
         Dealers, Inc. Automated Quotation ("NASDAQ") System), its Fair
         Market Value shall be the closing sales price for such stock or the
         closing bid if no sales were reported, as quoted on such system or
         exchange (or the exchange with the greatest volume of trading in the
         Common Stock) for the date of determination or, if the date of
         determination is not a trading day, the immediately preceding
         trading day, as reported in THE WALL STREET JOURNAL or such other
         source as the Administrator deems reliable.

              (ii)    If the Common Stock is regularly quoted on the NASDAQ
         System (but not on the National Market System) or quoted by a
         recognized securities dealer but selling prices are not reported,
         its Fair Market Value shall be the mean between the high and low
         asked prices for the Common Stock on the date of determination or,
         if there are no quoted prices on the date of determination, on the
         last day on which there are quoted prices prior to the date of
         determination.


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

                   "NONSTATUTORY STOCK OPTION" means an Option that is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code.

                   "OFFICER" means any individual designated by the Board as
an elected officer of the Company.

                   "OPTION" means an option granted pursuant to the Plan.

                   "OPTIONED STOCK" means the Common Stock subject to an
Option or SAR.

                   "OPTIONEE" means an Employee who receives an Option or SAR.


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                   "PARENT" corporation shall have the meaning defined in
Section 424(e) of the Code.

                   "PLAN" means this Apple Computer, Inc. 1997 Employee Stock
Option Plan.

                   "SAR" means a stock appreciation right granted pursuant to
Section 9 below.

                   "SECTION 3 LIMIT" shall have the meaning set forth in
Section 3 of the Plan.

                   "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

                   "SIXTY-DAY PERIOD " shall have the meaning set forth in
Section 12(f) of the Plan.

                   "SUBSIDIARY" corporation has the meaning defined in
Section 424(f) of the Code.

                   "TAX DATE" shall have the meaning set forth in Section 9
of the Plan.

          3.        STOCK SUBJECT TO THE PLAN.

                   (a)       LIMIT. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan or for which SARs may be granted and exercised is
63,000,000 Shares (the "SECTION 3 LIMIT"). The Shares may be authorized but
unissued or reacquired Common Stock. In the discretion of the Administrator,
any or all of the Shares authorized under the Plan may be subject to SARs
issued pursuant to the Plan.

                   (b)       RULES APPLICABLE TO THE CALCULATION OF THE
SECTION 3 LIMIT. In calculating the number of Shares available for issuance
under the Plan, the following rules shall apply:

                   (i)       The Section 3 Limit shall be reduced by the
         number of Shares of Optioned Stock subject to each outstanding
         Option or freestanding SAR.

                   (ii)      The Section 3 Limit shall be increased by the
         number of Shares of Optioned Stock subject to the portion of an
         Option or SAR that expires unexercised or is forfeited for any
         reason.

                   (iii)     The Section 3 Limit shall be increased by the
                             number of Shares tendered to pay the exercise
                             price of an Option or the number of Shares of
                             Optioned Stock withheld to satisfy an Optionee's
                             tax liability in connection with the exercise of
                             an Option or SAR.


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                   (iv)      Option Stock subject to both an outstanding
         Option and SAR granted in connection with the Option shall be
         counted only once in calculating the Section 3 Limit.

          4.        ADMINISTRATION OF THE PLAN.

                   (a)       COMPOSITION OF ADMINISTRATOR. The Plan may be
administered by (i) the Board or (ii) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the
applicable securities laws, California corporate law and the Code
(collectively, "APPLICABLE LAWS").

                             Once a Committee has been appointed pursuant to
this Section 4(a), such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board
may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members
of the Committee and thereafter directly administer the Plan, all to the
extent permitted by the Applicable Laws.

                   (b)       POWERS OF THE ADMINISTRATOR. Subject to the
provisions of the Plan and, in the case of the Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion: (i) to determine the Fair Market
Value of the Common Stock in accordance with the Plan; (ii) to determine, in
accordance with Section 8(a) of the Plan, the exercise price per Share of
Options and SARs to be granted; (iii) to determine the Employees to whom, and
the time or times at which, Options and SARs shall be granted and the number
of Shares to be represented by each Option or SAR (including, without
limitation, whether or not a corporation shall be excluded from the
definition of Affiliated Company); (iv) to construe and interpret the
provisions of the Plan and any agreements or certificates issued under or in
connection with the Plan; (v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option or SAR granted
hereunder (including, but not limited to, any restriction or limitation, or
any vesting acceleration or waiver of forfeiture restrictions regarding any
Option or SAR or the Shares relating thereto, based in each case on such
factors as the Administrator shall determine, in its sole discretion); (vi)
to approve forms of agreement for use under the Plan; (vii) to prescribe,
amend and rescind rules and regulations relating to the Plan; (viii) to
modify or amend each Option or SAR or accelerate the exercise date of any
Option or SAR; (ix) to reduce the exercise price of any Option or SAR to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option or SAR shall have declined since the date the Option
or SAR was granted; (x) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option or SAR
previously granted by the Administrator; and (xi) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.

                   (c)       EFFECT OF DECISIONS BY THE ADMINISTRATOR. All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees and any other holders of any Options.

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            5.     ELIGIBILITY. The Administrator may grant Options and SARs
only to individuals who are Employees or who are consultants to the Company,
or a Subsidiary or Affiliated Company. In no event may an Option or SAR be
granted to any individual who, at the time of grant, is an Officer or
Director. An Employee who has been granted an Option or SAR may, if he or she
is otherwise eligible, be granted an additional Option or Options, SAR or
SARs. Each Option shall be evidenced by a written Option agreement, which
shall be in such form and contain such provisions as the Administrator shall
from time to time deem appropriate. Without limiting the foregoing, the
Administrator may, at any time, or from time to time, authorize the Company,
with the consent of the respective recipients, to issue new Options or
Options in exchange for the surrender and cancellation of any or all
outstanding Options, other options, SARs or other stock appreciation rights.

         Neither the Plan nor any Option or SAR agreement shall confer upon
any Optionee any right with respect to continuation of employment by the
Company (or any Parent, Subsidiary or Affiliated Company), nor shall it
interfere in any way with the Optionee's right or the right of the Company
(or any Parent, Subsidiary or Affiliated Company) to terminate the Optionee's
employment at any time or for any reason.

         If an Option or SAR is granted to an individual who is a consultant
to the Company or any Subsidiary or Affiliate, all references in the Plan to
"Employee" shall be deemed to include the term "consultant" and all
references in the Plan to "employment," "Continuous Status as an Employee"
and "termination of employment" shall be deemed to refer to the individualss
consultancy or status as a consultant.

         6.        TERM OF PLAN. The Plan shall become effective upon its
adoption by the Board. It shall continue in effect for a term of ten years
unless sooner terminated under Section 14 of the Plan.

         7.        TERM OF OPTION. The term of each Option shall be ten (10)
years from the date of grant thereof or such shorter term as may be provided
in the Option agreement.

         8.        EXERCISE PRICE AND CONSIDERATION.

                   (a)       EXERCISE PRICE. The per Share exercise price for
the Shares issuable pursuant to an Option shall be such price as is
determined by the Administrator, but shall in no event be less than 100% of
the Fair Market Value of Common Stock, determined as of the date of grant of
the Option. In the event that the Administrator shall reduce the exercise
price, the exercise price shall be no less than 100% of the Fair Market Value
as of the date of that reduction.

                   (b)       METHOD OF PAYMENT. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the method
of payment, shall be determined by the Administrator and may consist of (i)
cash, (ii) check, (iii) promissory note, (iv) other Shares which have a Fair
Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised, (v) delivery of a
properly executed exercise notice together with irrevocable


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instructions to a broker to promptly deliver to the Company the amount of
sale or loan proceeds required to pay the exercise price, or (vi) any
combination of the foregoing methods of payment and/or any other
consideration or method of payment as shall be permitted under applicable
corporate law.

         9.        STOCK APPRECIATION RIGHTS.

                   (a)       GRANTED IN CONNECTION WITH OPTIONS. At the sole
discretion of the Administrator, SARs may be granted in connection with all
or any part of an Option, either concurrently with the grant of the Option or
at any time thereafter during the term of the Option. The following
provisions apply to SARs that are granted in connection with Options:

         (i)       The SAR shall entitle the Optionee to exercise the SAR by
         surrendering to the Company unexercised a portion of the related
         Option. The Optionee shall receive in exchange from the Company an
         amount equal to the excess of (x) the Fair Market Value on the date
         of exercise of the SAR of the Common Stock covered by the
         surrendered portion of the related Option over (y) the exercise
         price of the Common Stock covered by the surrendered portion of the
         related Option. Notwithstanding the foregoing, the Administrator may
         place limits on the amount that may be paid upon exercise of an SAR;
         provided, however, that such limit shall not restrict the
         exercisability of the related Option.

         (ii)      When an SAR is exercised, the related Option, to the
         extent surrendered, shall no longer be exercisable.

         (iii)     An SAR shall be exercisable only when and to the extent
         that the related Option is exercisable and shall expire no later
         than the date on which the related Option expires.

         (iv)      An SAR may only be exercised at a time when the Fair
         Market Value of the Common Stock covered by the related Option
         exceeds the exercise price of the Common Stock covered by the
         related Option.

                   (b)       INDEPENDENT SARS. At the sole discretion of the
Administrator, SARs may be granted without related Options. The following
provisions apply to SARs that are not granted in connection with Options:

         (i)       The SAR shall entitle the Optionee, by exercising the SAR,
         to receive from the Company an amount equal to the excess of (x) the
         Fair Market Value of the Common Stock covered by exercised portion
         of the SAR, as of the date of such exercise, over (y) the Fair
         Market Value of the Common Stock covered by the exercised portion of
         the SAR, as of the date on which the SAR was granted; PROVIDED,
         HOWEVER, that the Administrator may place limits on the amount that
         may be paid upon exercise of an SAR.

         (ii)      SARs shall be exercisable, in whole or in part, at such
         times as the Administrator shall specify in the Optionee's SAR
         agreement.


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                   (c)       FORM OF PAYMENT. The Company's obligation
arising upon the exercise of an SAR may be paid in Common Stock or in cash,
or in any combination of Common Stock and cash, as the Administrator, in its
sole discretion, may determine. Shares issued upon the exercise of an SAR
shall be valued at their Fair Market Value as of the date of exercise.

         10.       METHOD OF EXERCISE.

                   (a)       PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.
Any Option or SAR granted hereunder shall be exercisable at such times and
under such conditions as determined by the Administrator and as shall be
permissible under the terms of the Plan.

                   An Option or SAR shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance
with the terms of the Option or SAR by the person entitled to exercise the
Option or SAR and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment may, as
authorized by the Administrator and permitted by the Option agreement,
consist of any consideration and method of payment allowable under Section
8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued, except as provided
in Section 12 of the Plan. An Option or SAR may not be exercised with respect
to a fraction of a Share.

                   (b)       TERMINATION OF CONTINUOUS EMPLOYMENT. Upon
termination of an Optionee's Continuous Status as Employee (other than
termination by reason of the Optionee's death), the Optionee may, but only
within ninety days after the date of such termination, exercise his or her
Option or SAR to the extent that it was exercisable at the date of such
termination. Notwithstanding the foregoing, however, an Option or SAR may not
be exercised after the date the Option or SAR would otherwise expire by its
terms due to the passage of time from the date of grant.

                   (c)       DEATH OF OPTIONEE. In the event of the death of
an Optionee:

                   (i)       Who is at the time of death an Employee and who
         shall have been in Continuous Status as an Employee since the date
         of grant of the Option, the Option or SAR may be exercised at any
         time within six (6) months (or such other period of time not
         exceeding twelve (12) months as determined by the Administrator)
         following the date of death by the Optionee's estate or by a person
         who acquired the right to exercise the Option by bequest or
         inheritance, but only to the extent of the right to exercise that
         would have accrued had the Optionee continued living and terminated
         his or her employment six (6) months (or such other period of time
         not exceeding twelve (12) months as determined by the Administrator)
         after the date of death; or


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                   (ii)      Within ninety days after the termination of
         Continuous Status as an Employee, the Option or SAR may be
         exercised, at any time within six (6) months (or such other period
         of time not exceeding twelve (12) months as determined by the
         Administrator) following the date of death by the Optionee's estate
         or by a person who acquired the right to exercise the Option by
         bequest or inheritance, but only to the extent of the right to
         exercise that had accrued at the date of termination.

            Notwithstanding the foregoing, however, an Option or SAR may not be
exercised after the date the Option or SAR would otherwise expire by its terms
due to the passage of time from the date of grant.

                   (d)       STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX
         OBLIGATIONS. When an Optionee incurs tax liability in connection
         with the exercise of an Option or SAR, which tax liability is
         subject to tax withholding under applicable tax laws, and the
         Optionee is obligated to pay the Company an amount required to be
         withheld under applicable tax laws, the Optionee may satisfy the
         withholding tax obligation by electing to have the Company withhold
         from the Shares to be issued upon exercise of the Option, or the
         Shares to be issued upon exercise of the SAR, if any, that number of
         Shares having a Fair Market Value equal to the amount required to be
         withheld. The Fair Market Value of the Shares to be withheld shall
         be determined on the date that the amount of tax to be withheld is
         to be determined (the "TAX DATE").

                   All elections by an Optionee to have Shares withheld for
         this purpose shall be made in writing in a form acceptable to the
         Administrator and shall be subject to the following restrictions:

                   (i)       the election must be made on or prior to the
                   applicable Tax Date; and

                   (ii)      all elections shall be subject to the consent or
                   disapproval of the Administrator.

         11.       NON-TRANSFERABILITY OF OPTIONS. Options and SARs may not
be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that the Administrator may grant Nonstatutory
Stock Options that are freely transferable. The designation of a beneficiary
by an Optionee or holder of an SAR does not constitute a transfer. An Option
or an SAR may be exercised, during the lifetime of the Optionee or SAR
holder, only by the Optionee or SAR holder or by a transferee permitted by
this Section 11.


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         12.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                   (a)       CHANGES IN CAPITALIZATION. Subject to any
required action by the shareholders of the Company, the number of Shares
covered by each outstanding Option and SAR, and the number of Shares which
have been authorized for issuance under the Plan but as to which no Options
or SARs have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or SAR, as well as the price per
Share covered by each such outstanding Option or SAR, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the aggregate number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Administrator, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of Shares subject
to an Option or SAR.

                   (b)       DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, all outstanding Options
and SARs will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Administrator. The
Administrator may, in the exercise of its sole discretion in such instances,
declare that any Option or SAR shall terminate as of a date fixed by the
Administrator and give each Optionee the right to exercise his or her Option
or SAR as to all or any part of the Optioned Stock or SAR, including Shares
as to which the Option or SAR would not otherwise be exercisable.

                   (c)       SALE OF ASSETS OR MERGER. Subject to the
provisions of Section 12(d), in the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding Option and SAR shall be
assumed or an equivalent option or stock appreciation right shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Administrator determines, in the exercise
of its sole discretion and in lieu of such assumption or substitution, that
the Optionee shall have the right to exercise the Option or SAR as to all of
the Optioned Stock, including Shares as to which the Option or SAR would not
otherwise be exercisable. If the Administrator makes an Option or SAR fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Company shall notify the Optionee that the Option or SAR
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the Option or SAR will terminate upon the expiration of such
period. For purposes of this paragraph, an Option granted under the Plan
shall be deemed to be assumed if, following the sale of assets or merger, the
Option confers the right to purchase, for each Share of Optioned Stock
subject to the Option immediately prior to the sale of assets or merger, the
consideration (whether stock, cash or other securities or property) received
in the sale of assets or merger by holders of Common Stock for each Share
held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a


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majority of the outstanding Shares); provided, however, that if such
consideration received in the sale of assets or merger was not solely Common
Stock of the successor corporation or its parent, the Administrator may, with
the consent of the successor corporation and the participant, provide for the
per share consideration to be received upon exercise of the Option to be
solely Common Stock of the successor corporation or its parent equal in Fair
Market Value to the per share consideration received by holders of Common
Stock in the sale of assets or merger.

                   (d)       CHANGE IN CONTROL. In the event of a "Change in
Control" of the Company, as defined in Section 12(e), unless otherwise
determined by the Administrator prior to the occurrence of such Change in
Control, the following acceleration and valuation provisions shall apply:

         (i)       Any Options and SARs outstanding as of the date such
         Change in Control is determined to have occurred that are not yet
         exercisable and vested on such date shall become fully exercisable
         and vested; and

         (ii)      The value of all outstanding Options and SARs shall,
         unless otherwise determined by the Administrator at or after grant,
         be cashed-out. The amount at which such Options and SARs shall be
         cashed out shall be equal to the excess of (x) the Change in Control
         Price (as defined below) over (y) the exercise price of the Common
         Stock covered by the Option or SAR. The cash-out proceeds shall be
         paid to the Optionee or, in the event of death of an Optionee prior
         to payment, to the estate of the Optionee or to a person who
         acquired the right to exercise the Option or SAR by bequest or
         inheritance.

                   (e)       "DEFINITION OF "CHANGE IN CONTROL". For purposes
of this Section 12, a "Change in Control" means the happening of any of the
following:

         (i)       When any "person", as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act (other than the Company, a Subsidiary
         or a Company employee benefit plan, including any trustee of such
         plan acting as trustee) is or becomes the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of securities of the Company representing fifty percent
         (50%) or more of the combined voting power of the Company's then
         outstanding securities; or

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

                   (f)       CHANGE IN CONTROL PRICE. For purposes of this
Section 12, "Change in Control Price" shall be, as determined by the
Administrator, (i) the highest Fair Market Value at any time within the
sixty-day period immediately preceding the date of determination of the
Change in Control Price by the Administrator (the "SIXTY-DAY PERIOD"), or
(ii) the highest price paid or offered, as determined by the Administrator,
in any bona fide transaction or bona fide offer related to the Change in
Control of the Company, at any time within the Sixty-Day Period.


                                       23
<PAGE>

         13.       TIME OF GRANTING OPTIONS AND SARS. The date of grant of an
Option or SAR shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or SAR. Notice of the
determination shall be given to each Employee to whom an Option or SAR is so
granted within a reasonable time after the date of such grant.

         14.       AMENDMENT AND TERMINATION OF THE PLAN.

                   (a)       AMENDMENT AND TERMINATION. The Board may at any
time amend, alter, suspend or terminate the Plan, as it may deem advisable.

                   (b)       EFFECT OF AMENDMENT OR TERMINATION. Any such
amendment, alteration, suspension or termination of the Plan shall not impair
the rights of any Optionee or SAR holder under any grant theretofore made
without his or her consent. Such Options and SARs shall remain in full force
and effect as if this Plan had not been amended or terminated.

         15.       CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to an Option or SAR unless the exercise of such Option or
SAR and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange or quotation system upon which the Shares may then be listed or
quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

                   As a condition to the exercise of an Option or SAR or the
issuance of Shares upon exercise of an Option or SAR, the Company may require
the person exercising such Option or SAR to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required by
any of the aforementioned relevant provisions of law.

                   Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect of
the non-issuance or sale of such Shares as to which such requisite authority
shall not have been obtained.

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

         17.       NON-U.S. EMPLOYEES. Notwithstanding anything in the Plan
to the contrary, with respect to any employee who is resident outside of the
United States, the Committee may, in its sole discretion, amend the terms of
the Plan in order to conform such terms with the requirements of local law or
to meet the objectives of the Plan. The Committee may, where appropriate,
establish one or more sub-plans for this purpose.

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