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                                                                    EXHIBIT 10.3


                           CRITICAL THERAPEUTICS, INC

                            2004 STOCK INCENTIVE PLAN

1. Purpose

      The purpose of this 2004 Stock Incentive Plan (the "Plan") of Critical
Therapeutics, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code") and any other
business venture (including, without limitation, joint venture or limited
liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the "Board").

2. Eligibility

      All of the Company's employees, officers, directors, consultants and
advisors (including persons who have entered into an agreement with the Company
under which they will be employed by the Company in the future) are eligible to
be granted options, restricted stock awards, stock appreciation rights or other
stock-based awards (each, an "Award") under the Plan. Each person who has been
granted an Award under the Plan shall be deemed a "Participant".

3. Administration and Delegation

      (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

      (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
officers referred to in Section 3(c) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or officers.

      (c) Delegation to Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards to employees or officers of the Company or any of its present or future
subsidiary corporations and to exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix the terms of the Awards
to be granted by such officers (including the exercise price of such Awards,
which may include a formula by which the exercise price will be determined) and
the maximum number of shares subject to Awards that the officers may grant;
provided further, however, that no officer shall be authorized to grant Awards
to
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any "executive officer" of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4. Stock Available for Awards

      (a) Number of Shares. Subject to adjustment under Section 10, Awards may
be made under the Plan for up to the number of shares of common stock, $0.0001
par value per share, of the Company (the "Common Stock") that is equal to the
sum of:

            (1)   13,800,000 shares of Common Stock; plus

            (2)   such additional number of shares of Common Stock as is equal
                  to the number of shares of Common Stock reserved for issuance
                  under the Company's 2000 Equity Incentive Plan, as amended,
                  and 2003 Stock Incentive Plan, as amended (the "Existing
                  Plans"), that remain available for grant under the Existing
                  Plans immediately prior to the closing of the Company's
                  initial public offering; plus

            (3)   an annual increase to be added on the first day of each of the
                  Company's fiscal years beginning January 1, 2005 and ending on
                  the second day of fiscal year 2014, which increase shall be
                  determined by the Board for each fiscal year prior to the
                  first day of such fiscal year (by vote of a majority of the
                  then non-employee directors, following a recommendation by the
                  Compensation Committee of the Board or any other Committee
                  designated by the Board); provided, however, that the amount
                  determined by the Board may not exceed the lesser of (i)
                  5,000,000 shares of Common Stock and (ii) 4% of the
                  outstanding shares of Common Stock on the first day of such
                  fiscal year.

      Notwithstanding the foregoing, no more than 3,000,000 shares of Common
Stock (subject to adjustment under Section 10) or such other number of shares of
Common Stock as may be determined by vote of a majority of the then non-employee
directors, following a recommendation by the Compensation Committee of the Board
or any other Committee designated by the Board, may be issued pursuant to all
Awards other than Options and SARs (each as hereinafter defined). Furthermore,
notwithstanding clause (3) above, in no event may the number of shares available
under this Plan be increased as set forth in clause (3) to the extent such
increase, in addition to any other increases proposed by the Board in the number
of shares available for issuance under all other employee or director stock
plans, would result in the total number of shares then available for issuance
under all employee and director stock plans exceeding 30% of the outstanding
shares of the Company on the first day of the applicable fiscal year.

      If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by
the Company at the original issuance price pursuant to a contractual repurchase
right) or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under the
Plan, subject, however, in the case of Incentive Stock Options (as hereinafter
defined), to any limitations under the Code. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.

      (b) Per-Participant Limit. Subject to adjustment under Section 10, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 3,000,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").





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5. Stock Options

      (a) General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

      (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of Critical Therapeutics,
Inc., any of Critical Therapeutics, Inc.'s present or future parent or
subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and
any other entities the employees of which are eligible to receive Incentive
Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The Company shall
have no liability to a Participant, or any other party, if an Option (or any
part thereof) that is intended to be an Incentive Stock Option is not an
Incentive Stock Option.

      (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall be not less than 100% of the
Fair Market Value (as hereinafter defined) at the time the Option is granted.

      (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

      (e) Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

      (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1)   in cash or by check, payable to the order of the Company;

            (2)   except as the Board may otherwise provide in an option
                  agreement, by (i) delivery of an irrevocable and unconditional
                  undertaking by a creditworthy broker to deliver promptly to
                  the Company sufficient funds to pay the exercise price and any
                  required tax withholding or (ii) delivery by the Participant
                  to the Company of a copy of irrevocable and unconditional
                  instructions to a creditworthy broker to pay promptly to the
                  Company the exercise price and any required tax withholding;

            (3)   if provided for in the option agreement or approved by the
                  Company in its sole discretion, by delivery of shares of
                  Common Stock owned by the Participant valued at their fair
                  market value as determined by (or in a manner approved by) the
                  Board ("Fair Market Value"), provided (i) such method of
                  payment is then permitted under applicable law, (ii) such
                  Common Stock, if acquired directly from the Company, was owned
                  by the Participant at least six months prior to





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                  such delivery and (iii) such Common Stock is not subject to
                  any repurchase, forfeiture, unfulfilled vesting or other
                  similar requirements;

            (4)   if provided for in the option agreement or approved by the
                  Company in its sole discretion, by (i) delivery of a
                  promissory note of the Participant to the Company on terms
                  determined by the Board, or (ii) payment of such other lawful
                  consideration as the Board may determine; or

            (5)   by any combination of the above permitted forms of payment.

      (g) Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

      (h) Repricing of Options. The Board (by vote of a majority of the then
non-employee directors, following a recommendation by the Compensation Committee
of the Board or any other committee designated by the Board) shall have the
authority, at any time and from time to time, with the consent of the affected
Participants, to amend any or all outstanding Options granted under the Plan to
provide an Option exercise price per share which may be lower or higher than the
original Option exercise price, and/or cancel any such Options and grant in
substitution therefor other Awards, including new Options, covering the same or
different numbers of shares of Common Stock having an Option exercise price per
share which may be lower or higher than the exercise price of the canceled
Options; provided, however, that the Board may not engage in any such repricing
of Options with respect to Options then held by officers or directors of the
Company.

6. Reserved.

7. Stock Appreciation Rights.

      (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right, or
SAR, is an Award entitling the holder on exercise to receive an amount in cash
or Common Stock or a combination thereof (such form to be determined by the
Board) determined in whole or in part by reference to appreciation, from and
after the date of grant, in the fair market value of a share of Common Stock.
SARs may be based solely on appreciation in the fair market value of Common
Stock or on a comparison of such appreciation with some other measure of market
growth such as (but not limited to) appreciation in a recognized market index.
The date as of which such appreciation or other measure is determined shall be
the exercise date unless another date is specified by the Board in the SAR
Award.

      (b) Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.

      (1)   Rules Applicable to Tandem Awards. When Stock Appreciation Rights
            are expressly granted in tandem with Options, the Stock Appreciation
            Right and the related Options will be exercisable only at such time
            or times and on such conditions as the Board may specify in the SAR
            Award or the related Option.

      (2)   Exercise of Independent Stock Appreciation Rights. A Stock
            Appreciation Right not expressly granted in tandem with an Option
            will become exercisable at such





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            time or times, and on such conditions, as the Board may specify in
            the SAR Award.

      (c) Exercise. Any exercise of a Stock Appreciation Right must be in
writing, signed by the proper person and delivered or mailed to the Company,
accompanied by any other documents required by the Board.

8. Restricted Stock

      (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

      (b) Terms and Conditions. The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for repurchase
(or forfeiture) and the issue price, if any.

      (c) Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, "Designated Beneficiary" shall mean the Participant's estate.

9. Other Stock-Based Awards.

      Other Awards of shares of Common Stock, and other Awards that are valued
in whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants ("Other Stock
Unit Awards"), including without limitation Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Board shall determine. Subject to the
provisions of the Plan, the Board shall determine the conditions of each Other
Stock Unit Awards, including any purchase price applicable thereto. At the time
any Award is granted, the Board may provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant will instead
receive an instrument evidencing the Participant's right to future delivery of
the Common Stock.

10. Adjustments for Changes in Common Stock and Certain Other Events

      (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the amount of the annual increase in the number of securities available
under this Plan set forth in Section 4(a)(3)(i); (iii) the





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limit on the number of securities available under this Plan for Awards other
than Options and SARs set forth in Section 4(a), (iv) the per-Participant limit
set forth in Section 4(b), (v) the number and class of securities and exercise
price per share subject to each outstanding Option (vi) the repurchase price per
share subject to each outstanding Restricted Stock Award, and (vii) the share-
and per-share-related provisions of each outstanding Stock Appreciation Right
and Other Stock Unit Award, shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent determined by the
Board.

      (b) Reorganization and Change in Control Events.

            (1)   Definitions

                  (a)   A "Reorganization Event" shall mean:

                        (i)   any merger or consolidation of the Company with or
                              into another entity as a result of which all of
                              the Common Stock of the Company is converted into
                              or exchanged for the right to receive cash,
                              securities or other property;

                        (ii)  any exchange of all of the Common Stock of the
                              Company for cash, securities or other property
                              pursuant to a share exchange transaction; or

                        (iii) any liquidation or dissolution of the Company.

                  (b)   A "Change in Control Event" shall mean:

                        (i)   the acquisition by an individual, entity or group
                              (within the meaning of Section 13(d)(3) or
                              14(d)(2) of the Exchange Act) (a "Person") of
                              beneficial ownership of any capital stock of the
                              Company if, after such acquisition, such Person
                              beneficially owns (within the meaning of Rule
                              13d-3 promulgated under the Exchange Act) 50% or
                              more of the combined voting power of the
                              then-outstanding securities of the Company
                              entitled to vote generally in the election of
                              directors (the "Outstanding Company Voting
                              Securities"); provided, however, that for purposes
                              of this subsection (i), the following acquisitions
                              shall not constitute a Change in Control Event:
                              (A) any acquisition directly from the Company or
                              (B) any acquisition by any corporation pursuant to
                              a Business Combination (as defined below) which
                              complies with clauses (x) and (y) of subsection
                              (iii) of this definition; or

                        (ii)  such time as the Continuing Directors (as defined
                              below) do not constitute a majority of the Board
                              (or, if applicable, the Board of Directors of a
                              successor corporation to the Company), where the
                              term "Continuing Director" means at any date a
                              member of the Board (x) who was a member of the
                              Board on the date of the initial adoption of this
                              Plan by the Board or (y) who was nominated or
                              elected subsequent to such date by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election or whose election to the



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                              Board was recommended or endorsed by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election; provided, however, that there shall be
                              excluded from this clause (y) any individual whose
                              initial assumption of office occurred as a result
                              of an actual or threatened election contest with
                              respect to the election or removal of directors or
                              other actual or threatened solicitation of proxies
                              or consents, by or on behalf of a person other
                              than the Board; or

                        (iii) the consummation of a merger, consolidation,
                              reorganization, recapitalization or share exchange
                              involving the Company or a sale or other
                              disposition of all or substantially all of the
                              assets of the Company (a "Business Combination"),
                              unless, immediately following such Business
                              Combination, each of the following two conditions
                              is satisfied: (x) all or substantially all of the
                              individuals and entities who were the beneficial
                              owners of the Outstanding Company Voting
                              Securities immediately prior to such Business
                              Combination beneficially own, directly or
                              indirectly, more than 50% of the combined voting
                              power of the then-outstanding securities entitled
                              to vote generally in the election of directors,
                              respectively, of the resulting or acquiring
                              corporation in such Business Combination (which
                              shall include, without limitation, a corporation
                              which as a result of such transaction owns the
                              Company or substantially all of the Company's
                              assets either directly or through one or more
                              subsidiaries) (such resulting or acquiring
                              corporation is referred to herein as the
                              "Acquiring Corporation") in substantially the same
                              proportions as their ownership of the Outstanding
                              Company Voting Securities immediately prior to
                              such Business Combination and (y) no Person
                              (excluding any employee benefit plan (or related
                              trust) maintained or sponsored by the Company or
                              by the Acquiring Corporation) beneficially owns,
                              directly or indirectly, 50% or more of the
                              combined voting power of the then-outstanding
                              securities of such corporation entitled to vote
                              generally in the election of directors (except to
                              the extent that such ownership existed prior to
                              the Business Combination); or

                        (iv)  the liquidation or dissolution of the Company.

                  (c)   "Good Reason" shall mean any material reduction in the
                        annual cash compensation payable to the Participant from
                        and after such Reorganization Event or Change in Control
                        Event, or the relocation of the place of business at
                        which the Participant is principally located to a
                        location that is greater than 30 miles from its location
                        immediately prior to such Reorganization Event or Change
                        in Control Event.

                  (d)   "Cause" shall mean any (i) willful failure by the
                        Participant, which failure is not cured within 30 days
                        of written notice to the Participant from the Company,
                        to perform his or her material responsibilities to the
                        Company or (ii) willful misconduct by the Participant
                        which affects the





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                        business reputation of the Company. The Participant
                        shall be considered to have been discharged for "Cause"
                        if the Company determines, within 30 days after the
                        Participant's resignation, that discharge for Cause was
                        warranted.

            (2)   Effect on Options

                  (a)   Reorganization Event. Upon the occurrence of a
                        Reorganization Event (regardless of whether such event
                        also constitutes a Change in Control Event), or the
                        execution by the Company of any agreement with respect
                        to a Reorganization Event (regardless of whether such
                        event will result in a Change in Control Event), the
                        Board shall provide that all outstanding Options shall
                        be assumed, or equivalent options shall be substituted,
                        by the acquiring or succeeding corporation (or an
                        affiliate thereof); provided that, except to the extent
                        specifically provided to the contrary in the instrument
                        evidencing any Option or any other agreement between a
                        Participant and the Company, if (i) such Reorganization
                        Event also constitutes a Change in Control Event, and
                        (ii) if, on or prior to the first anniversary of the
                        date of the consummation of the Reorganization Event,
                        the Participant's employment with the Company or the
                        acquiring or succeeding corporation is terminated for
                        Good Reason by the Participant or is terminated without
                        Cause by the Company or the acquiring or succeeding
                        corporation (the date of such termination being referred
                        to as, the "Participant Termination Date"), then the
                        vesting of all Options then held by a Participant shall
                        automatically be accelerated by two years so that such
                        Options shall immediately become vested and exercisable
                        with respect to the number of shares of Common Stock
                        covered by such Options that would otherwise have been
                        vested as of the second anniversary of the Participant
                        Termination Date if the Participant continued to be
                        employed by the Company for such period. For purposes
                        hereof, an Option shall be considered to be assumed if,
                        following consummation of the Reorganization Event, the
                        Option confers the right to purchase, for each share of
                        Common Stock subject to the Option immediately prior to
                        the consummation of the Reorganization Event, the
                        consideration (whether cash, securities or other
                        property) received as a result of the Reorganization
                        Event by holders of Common Stock for each share of
                        Common Stock held immediately prior to the consummation
                        of the Reorganization Event (and if holders were offered
                        a choice of consideration, the type of consideration
                        chosen by the holders of a majority of the outstanding
                        shares of Common Stock); provided, however, that if the
                        consideration received as a result of the Reorganization
                        Event is not solely common stock of the acquiring or
                        succeeding corporation (or an affiliate thereof), the
                        Company may, with the consent of the acquiring or
                        succeeding corporation, provide for the consideration to
                        be received upon the exercise of Options to consist
                        solely of common stock of the acquiring or succeeding
                        corporation (or an affiliate thereof) equivalent in fair
                        market value to the per share consideration received by
                        holders of outstanding shares of Common Stock as a
                        result of the Reorganization Event.



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                        Notwithstanding the foregoing, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options, or
                        in the event of a liquidation or dissolution of the
                        Company, the Board shall, upon written notice to the
                        Participants, provide that all then unexercised Options
                        will become exercisable in full as of a specified time
                        prior to the Reorganization Event and will terminate
                        immediately prior to the consummation of such
                        Reorganization Event, except to the extent exercised by
                        the Participants before the consummation of such
                        Reorganization Event; provided, however, that in the
                        event of a Reorganization Event under the terms of which
                        holders of Common Stock will receive upon consummation
                        thereof a cash payment for each share of Common Stock
                        surrendered pursuant to such Reorganization Event (the
                        "Acquisition Price"), then the Board may instead provide
                        that all outstanding Options shall terminate upon
                        consummation of such Reorganization Event and that each
                        Participant shall receive, in exchange therefor, a cash
                        payment equal to the amount (if any) by which (A) the
                        Acquisition Price multiplied by the number of shares of
                        Common Stock subject to such outstanding Options
                        (whether or not then exercisable), exceeds (B) the
                        aggregate exercise price of such Options.

                  (b)   Change in Control Event that is not a Reorganization
                        Event. Upon the occurrence of a Change in Control Event
                        that does not also constitute a Reorganization Event,
                        except to the extent specifically provided to the
                        contrary in the instrument evidencing any Option or any
                        other agreement between a Participant and the Company,
                        if, on or prior to the first anniversary of the date of
                        the consummation of the Change in Control Event, the
                        Participant's Participant Termination Date occurs, then
                        the vesting of all Options then held by a Participant
                        shall automatically be accelerated by two years so that
                        such Options shall immediately become vested and
                        exercisable with respect to the number of shares of
                        Common Stock covered by such Options that would
                        otherwise have been vested as of the second anniversary
                        of the Participant Termination Date if the Participant
                        continued to be employed by the Company for such period.

            (3)   Effect on Restricted Stock Awards

                  (a)   Reorganization Event that is not a Change in Control
                        Event. Upon the occurrence of a Reorganization Event
                        that is not a Change in Control Event, the repurchase
                        and other rights of the Company under each outstanding
                        Restricted Stock Award shall inure to the benefit of the
                        Company's successor and shall apply to the cash,
                        securities or other property which the Common Stock was
                        converted into or exchanged for pursuant to such
                        Reorganization Event in the same manner and to the same
                        extent as they applied to the Common Stock subject to
                        such Restricted Stock Award.

                  (b)   Change in Control Event. Upon the occurrence of a Change
                        in Control Event (regardless of whether such event also
                        constitutes a Reorganization Event), except to the
                        extent specifically provided to the contrary in the
                        instrument evidencing any Restricted Stock Award or any



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                        other agreement between a Participant and the Company,
                        if, on or prior to the first anniversary of the date of
                        the consummation of the Change in Control Event, the
                        Participant's Participant Termination Date occurs, then
                        the vesting schedule of any such Restricted Stock Award
                        shall automatically be accelerated by two years so that
                        the number of shares that would otherwise have vested
                        and become free from conditions or restrictions on or
                        prior to the second anniversary of the Participant
                        Termination Date if the Participant had continued to be
                        employed by the Company for such period shall
                        immediately become free from conditions or restrictions
                        as of the Participant Termination Date.

            (4)   Effect on Stock Appreciation Rights and Other Stock Unit
                  Awards

      The Board may specify in an Award at the time of the grant the effect of a
Reorganization Event and Change in Control Event on any SAR and Other Stock Unit
Award.

11. General Provisions Applicable to Awards

      (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Option intended to be an Incentive
Stock Option, pursuant to a qualified domestic relations order, and, during the
life of the Participant, shall be exercisable only by the Participant.
References to a Participant, to the extent relevant in the context, shall
include references to authorized transferees.

      (b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

      (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

      (d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, or the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

      (e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with an Award to such Participant. If provided for
in an Award or approved by the Company in its sole discretion, a Participant may
satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value; provided, however, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements. The
Company





                                     - 10 -
<PAGE>
may, to the extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to a Participant.

      (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

      (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

      (i) Deferrals. The Board may permit Participants to defer receipt of any
Common Stock issuable upon exercise of an Option or upon the lapse of any
restriction applicable to any Restricted Stock Award, subject to such rules and
procedures as it may establish.

      (j) Share Issuance. To the extent that the Plan provides for issuance of
stock certificates to reflect the issuance of shares of Common Stock or
Restricted Stock, the Board may provide for the issuance of such shares on a
non-certificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange on which the Common Stock is traded.

12. Miscellaneous

      (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

      (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.



                                     - 11 -
<PAGE>
      (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award may be granted unless
and until the Plan has been approved by the Company's stockholders. No Awards
shall be granted under the Plan after the completion of 10 years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.

      (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time; provided that, to the extent determined by
the Board, no amendment requiring stockholder approval under any applicable
legal, regulatory or listing requirement shall become effective until such
stockholder approval is obtained. No Award shall be made that is conditioned
upon stockholder approval of any amendment to the Plan.

      (e) Provisions for Foreign Participants. The Board may, without amending
the Plan, modify Awards or Options granted to Participants who are foreign
nationals or employed outside the United States or establish subplans under the
Plan to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.

      (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                                      * * *


                                          Approved by the Board of
                                          Directors
                                          on April 7, 2004


                                          Approved by the Stockholders
                                          on May 6, 2004




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