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                                                                    Exhibit 10.1

                               WII HOLDINGS, INC.

                        2003 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the WII Holdings, Inc. 2003 Stock Option and Grant
Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
officers, employees, directors, consultants and other key persons of WII
Holdings, Inc., a Delaware corporation (the "Company") and its Subsidiaries,
upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:

     "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "AWARD" or "AWARDS," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, or any combination
of the foregoing.

     "BOARD" means the Board of Directors of the Company or its successor
entity.

     "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "COMMITTEE" has the meaning specified in Section 2.

     "EFFECTIVE DATE" means the date on which the Plan is approved by
stockholders as set forth at the end of this Plan.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

     "FAIR MARKET VALUE" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Committee; PROVIDED, HOWEVER,
that (i) if the Stock trades on a national securities exchange, the Fair Market
Value on any given date is the closing sale price on such date; (ii) if the
Stock does not trade on any national securities exchange but is admitted to
trading on the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), the Fair Market Value on any given date is the
closing sale price as reported by NASDAQ on such date; or if no such closing
sale price information is available, the average of the highest bid and lowest
asked prices for the Stock reported on such date. For any

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date that is not a trading day, the Fair Market Value of the Stock for such date
will be determined by using the closing sale price or the average of the highest
bid and lowest asked prices, as appropriate, for the immediately preceding
trading day. The Committee can substitute a particular time of day or other
measure of closing sale price if appropriate because of changes in exchange or
market procedures. Notwithstanding the foregoing, if the date for which Fair
Market Value is determined is the first day when trading prices for the Stock
are reported on NASDAQ or trading on a national securities exchange, the Fair
Market Value shall be the "Price to the Public" (or equivalent) set forth on the
cover page for the final prospectus relating to the Company's Initial Public
Offering.

     "INCENTIVE STOCK OPTION" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "INITIAL PUBLIC OFFERING" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, as a result of or following which the Stock shall be
publicly held.

     "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

     "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

     "RESTRICTED STOCK AWARD" means Awards granted pursuant to Section 6.

     "STOCK" means the Voting Common Stock, par value $0.01 per share, of the
Company, subject to adjustments pursuant to Section 3.

     "SUBSIDIARY" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities beginning with the
Company if each of the corporations or entities (other than the last corporation
or entity in the unbroken chain) owns stock or other interests possessing 50
percent or more of the economic interest or 50 percent or more of the total
combined voting power of all classes of stock or other interests in one of the
other corporations or entities in the chain.

     "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Section 7.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND
           DETERMINE AWARDS

     (a)   ADMINISTRATION OF PLAN. The Plan shall be administered by the Board,
or at the discretion of the Board, by a committee of the Board, comprised,
except as contemplated by Section 2(c), of not less than two Directors. All
references herein to the Committee shall be deemed to refer to the group then
responsible for administration of the Plan at the relevant time (i.e., either
the Board of Directors or a committee or committees of the Board, as
applicable).

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     (b)   POWERS OF COMMITTEE. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:

           (i)     to select the individuals to whom Awards may from time to
time be granted;

           (ii)    to determine the time or times of grant, and the extent, if
any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards, or any combination of the foregoing, granted
to any one or more grantees;

           (iii)   to determine the number of shares of Stock to be covered by
any Award;

           (iv)    to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;

           (v)     to accelerate at any time the exercisability or vesting of
all or any portion of any Award;

           (vi)    to impose any limitations on Awards granted under the Plan,
including limitations on transfers, repurchase provisions and the like and to
exercise repurchase rights or obligations;

           (vii)   subject to the provisions of Section 5(a)(ii), to extend at
any time the period in which Stock Options may be exercised;

           (viii)  to determine at any time whether, to what extent, and under
what circumstances distribution or the receipt of Stock and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the grantee and whether and to what extent the Company shall pay
or credit amounts constituting interest (at rates determined by the Committee)
or dividends or deemed dividends on such deferrals; and

           (ix)    at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan grantees.

     (c)   DELEGATION OF AUTHORITY TO GRANT AWARDS. The Committee, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Committee's authority and duties with respect to the granting of
Awards at Fair Market Value, and in the event of such delegation, such Chief
Executive Officer shall be deemed a one-person Committee of the Board. Any such
delegation by the Committee shall include a limitation as to the amount of
Awards that

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may be granted during the period of the delegation and shall contain guidelines
as to the determination of the exercise price of any Option, the conversion
ratio or price of other Awards and the vesting criteria. The Committee may
revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee's delegate or delegates that were
consistent with the terms of the Plan.

     (d)   INDEMNIFICATION. Neither the Board nor the Committee, nor any member
of either or any delegatee thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegatee
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

     (a)   STOCK ISSUABLE. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 2,500,000 shares of Stock,
subject to adjustment as provided in Section 3(b). For purposes of this
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. Subject to such overall
limitation, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award; provided, however, that from and after the date the
Company becomes subject to the deduction limit imposed by Section 162(m) of the
Code, Stock Options with respect to no more than 2,500,000 shares of Stock may
be granted to any one individual grantee during any one calendar year period.
The shares available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company and held in its
treasury.

     (b)   CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger, consolidation
or sale of all or substantially all of the assets of the Company, the
outstanding shares of Stock are converted into or exchanged for a different
number or kind of securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Committee shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan, (ii) the number of Stock Options that can be granted to any one individual
grantee, (iii) the number and kind of shares or other securities subject to any
then outstanding Awards under the Plan, (iv) the repurchase price per share
subject to each outstanding Restricted Stock Award, and (v) the exercise price
and/or exchange price for each share subject to any then outstanding Stock
Options under the Plan, without changing the aggregate exercise price (i.e., the
exercise price multiplied by the number of Stock Options ) as to which such
Stock Options remain exercisable. The adjustment by the

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Committee shall be final, binding and conclusive. No fractional shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the
Committee in its discretion may make a cash payment in lieu of fractional
shares.

     The Committee may also adjust the number of shares subject to outstanding
Awards and the exercise price and the terms of outstanding Awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan, PROVIDED THAT no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

     (c)   MERGERS AND OTHER SALE EVENTS. In the case of and subject to the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale
of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the outstanding shares of Stock are converted into or
exchanged for securities of the successor entity and the holders of the
Company's outstanding voting power immediately prior to such transaction do not
own a majority of the outstanding voting power of the successor entity
immediately upon completion of such transaction, (iv) the sale of all or a
majority of the outstanding capital stock of the Company to an unrelated person
or entity or (v) any other transaction in which, the owners of the Company's
outstanding voting power prior to such transaction do not own at least a
majority of the outstanding voting power of the successor entity immediately
upon completion of the transaction (in each case, regardless of the form
thereof, a "Sale Event"), unless otherwise provided in the Award agreement, the
Plan and all outstanding Options issued hereunder shall be deemed vested and
exercisable upon the effective time of any such Sale Event, unless provision is
made in connection with such transaction in the sole discretion of the parties
thereto for the assumption or continuation of Options theretofore granted (after
taking into account any acceleration hereunder) by the successor entity, or the
substitution of such Options with new Options of the successor entity or a
parent or subsidiary thereof, with such adjustment as to the number and kind of
shares and the per share exercise prices as such parties shall agree (after
taking into account any acceleration if any, hereunder). In the event of such
acceleration, each grantee shall be permitted, within a specified period of time
prior to the consummation of the Sale Event as determined by the Committee, to
exercise all outstanding Options held by such grantee which are then exercisable
or will become exercisable as of the effective time of the Sale Event; provided,
however, that the exercise of Options not exercisable prior to the Sale Event
shall be subject to the consummation of the Sale Event. The treatment of
Restricted Stock Awards in connection with any such transaction shall be as
specified in the relevant Award agreement.

     (d)   SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with a merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Committee may direct that the substitute awards be
granted on such terms and conditions as the Committee considers appropriate in
the

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circumstances. Any substitute Awards granted under the Plan shall not count
against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

     Grantees in the Plan will be such full or part-time officers, employees,
directors, consultants and other key persons (including prospective employees)
of the Company and its Subsidiaries who are responsible for, or contribute to,
the management, growth or profitability of the Company and its Subsidiaries as
are selected from time to time by the Committee in its sole discretion.

SECTION 5. STOCK OPTIONS

     Any Stock Option granted under the Plan shall be pursuant to a Stock Option
Agreement which shall be in such form as the Committee may from time to time
approve. Option agreements need not be identical.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

     No Incentive Stock Option shall be granted under the Plan after the date
which is ten years from the date the Plan is approved by the Board.

     (a)   TERMS OF STOCK OPTIONS. Stock Options granted under the Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable. If the Committee so determines, Stock Options
may be granted in lieu of cash compensation at the grantee's election, subject
to such terms and conditions as the Committee may establish, as well as in
addition to other compensation.

           (i)     EXERCISE PRICE. The exercise price per share for the Stock
covered by a Stock Option shall be determined by the Committee at the time of
grant but shall not be less than 100 percent of the Fair Market Value on the
date of grant in the case of Incentive Stock Options. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10 percent of the combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the option price of such Incentive Stock Option shall
be not less than 110 percent of the Fair Market Value on the grant date.

           (ii)    OPTION TERM. The term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10 percent of the combined voting power of all classes of stock of the Company
or any parent or subsidiary corporation and an Incentive Stock Option

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is granted to such employee, the term of such Stock Option shall be no more than
five years from the date of grant.

           (iii)   EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock
Options.

           (iv)    METHOD OF EXERCISE. Stock Options may be exercised in whole
or in part, by giving written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods to the extent provided in the Award
agreement or as otherwise provided by the Committee:

                   (A) In cash, by certified or bank check, or other instrument
     acceptable to the Committee in U.S. funds payable to the order of the
     Company in an amount equal to the purchase price of such Option Shares;

                   (B) If permitted by the Committee, through the delivery (or
     attestation to the ownership) of shares of Stock that have been purchased
     by the optionee on the open market or have been beneficially owned by the
     optionee for at least six months and are not then subject to restrictions
     under any Company plan. Such surrendered shares shall be valued at Fair
     Market Value on the exercise date;

                   (C) If permitted by the Committee, by the optionee delivering
     to the Company a properly executed exercise notice together with
     irrevocable instructions to a broker to promptly deliver to the Company
     cash or a check payable and acceptable to the Company to pay the purchase
     price; PROVIDED that in the event the optionee chooses to pay the purchase
     price as so provided, the optionee and the broker shall comply with such
     procedures and enter into such agreements of indemnity and other agreements
     as the Committee shall prescribe as a condition of such payment procedure.

     Payment instruments will be received subject to collection. No certificates
for shares of Stock so purchased will be issued to optionee until the Company
has completed all steps required by law to be taken in connection with the
issuance and sale of the shares, including without limitation (i) receipt of a
representation from the optionee at the time of exercise of the Option that the
optionee is purchasing the shares for the optionee's own account and not with a
view to any sale or distribution thereof, (ii) the legending of any certificate
representing the shares to evidence the foregoing representations and
restrictions, and (iii) obtaining from optionee payment or provision for all
withholding taxes due as a result of the exercise of the Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his or her stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or
applicable provisions of laws. In the event an optionee chooses to

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pay the purchase price by previously-owned shares of Stock through the
attestation method, the shares of Stock transferred to the optionee upon the
exercise of the Stock Option shall be net of the number of shares attested to.

     (b)   ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the shares of Stock
with respect to which Incentive Stock Options granted under this Plan and any
other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000. To the extent that any Stock Option exceeds this limit, it
shall constitute a Non-Qualified Stock Option.

     (c)   NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee, or by the optionee's legal representative or
guardian in the event of the optionee's incapacity. Notwithstanding the
foregoing, the Committee, in its sole discretion, may provide in the Award
agreement regarding a given Option that the optionee may transfer, without
consideration for the transfer, his or her Non-Qualified Stock Options to
members of his or her immediate family, to trusts for the benefit of such family
members, or to partnerships in which such family members are the only partners,
provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Option.

SECTION 6. RESTRICTED STOCK AWARDS

     (a)   NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an
Award pursuant to which the Company may, in its sole discretion, grant or sell,
at such purchase price as determined by the Committee, in its sole discretion,
shares of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock"), which purchase price shall
be payable in cash or other form of consideration acceptable to the Committee.
Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. The
terms and conditions of each such agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and
grantees.

     (b)   RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument
setting forth the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the Committee
shall otherwise determine, certificates evidencing the Restricted Stock shall
remain in the possession of the Company until such Restricted Stock is vested as
provided in subsection (d) below of this Section, and the grantee shall be
required, as a condition of the grant, to deliver to the Company a stock power
endorsed in blank.

     (c)   RESTRICTIONS. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award agreement. If a
grantee's employment (or other service relationship) with the

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Company and its Subsidiaries terminates under the conditions specified in the
relevant instrument relating to the Award, or upon such other event or events as
may be stated in the instrument evidencing the Award, the Company or its assigns
shall have the right or shall agree, as may be specified in the relevant
instrument, to repurchase some or all of the shares of Stock subject to the
Award at such purchase price as is set forth in such instrument.

     (d)   VESTING OF RESTRICTED STOCK. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which Restricted Stock shall become
vested, subject to such further rights of the Company or its assigns as may be
specified in the instrument evidencing the Restricted Stock Award.

     (e)   WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted Stock
Award agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.


SECTION 7. UNRESTRICTED STOCK AWARDS

     (a)   GRANT OR SALE OF UNRESTRICTED STOCK. The Committee may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Committee) an Unrestricted Stock Award to any grantee, pursuant to which
such grantee may receive shares of Stock free of any vesting restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted
or sold as described in the preceding sentence in respect of past services or
other valid consideration, or in lieu of any cash compensation due to such
individual.

     (b)   ELECTIONS TO RECEIVE UNRESTRICTED STOCK IN LIEU OF COMPENSATION. Upon
the request of a grantee and with the consent of the Committee, each such
grantee may, pursuant to an advance written election delivered to the Company no
later than the date specified by the Committee, receive a portion of the cash
compensation otherwise due to such grantee in the form of shares of Unrestricted
Stock either currently or on a deferred basis.

     (c)   RESTRICTIONS ON TRANSFERS. The right to receive shares of
Unrestricted Stock on a deferred basis may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and
distribution.

SECTION 8. TAX WITHHOLDING

     (a)   PAYMENT BY GRANTEE. Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, any federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the grantee. The
Company's obligation to deliver stock certificates to any grantee is subject to
and conditioned on tax obligations being satisfied by the grantee.

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     (b)   PAYMENT IN STOCK. Subject to approval by the Committee, a grantee may
elect to have the minimum required tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the grantee with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the minimum withholding
amount due.

SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a)   a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or

     (b)   an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 10. AMENDMENTS AND TERMINATION

     The Board may, at any time, amend or discontinue the Plan and the Committee
may, at any time, amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise or
purchase price in a manner not inconsistent with the terms of the Plan), but
such price, if any, must satisfy the requirements which would apply to the
substitute or amended Award if it were then initially granted under this Plan
for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award
without the holder's consent. If and to the extent determined by the Committee
to be required by the Code to ensure that Incentive Stock Options granted under
the Plan are qualified under Section 422 of the Code, Plan amendments shall be
subject to approval by the Company's stockholders who are eligible to vote at a
meeting of stockholders. Nothing in this Section 10 shall limit the Board's or
Committee's authority to take any action permitted pursuant to Section 3(c).

SECTION 11. STATUS OF PLAN

     With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, PROVIDED
that the existence of such trusts or other arrangements is consistent with the
foregoing sentence.

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SECTION 12. GENERAL PROVISIONS

     (a)   NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. No shares of Stock shall be issued
pursuant to an Award until all applicable securities law and other legal and
stock exchange or similar requirements have been satisfied. The Committee may
require the placing of such stop-orders and restrictive legends on certificates
for Stock and Awards as it deems appropriate.

     (b)   DELIVERY OF STOCK CERTIFICATES. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company.

     (c)   OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

     (d)   TRADING POLICY RESTRICTIONS. Option exercises and other Awards under
the Plan shall be subject to such Company's insider-trading-policy-related
restrictions, terms and conditions as may be established by the Committee, or in
accordance with policies set by the Committee, from time to time.

     (e)   LOANS TO AWARD RECIPIENTS. The Company shall have the authority to
make loans to recipients of Awards hereunder (including to facilitate the
purchase of shares) and shall further have the authority to issue shares for
promissory notes hereunder.

     (f)   DESIGNATION OF BENEFICIARY. Each grantee to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.

SECTION 13. EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the stockholders in
accordance with applicable law. Subject to such approval by the stockholders and
to the requirement that no Stock may be issued hereunder prior to such approval,
Stock Options and other Awards may be granted hereunder on and after adoption of
this Plan by the Board.

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SECTION 14. GOVERNING LAW

     This Plan and all Awards and actions taken thereunder shall be governed by
Delaware law, applied without regard to conflict of law principles.

ADOPTED BY BOARD OF DIRECTORS: April 8, 2003

APPROVED BY STOCKHOLDERS: April 8, 2003

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