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                                                                     EXHIBIT 10B

                          NEWMONT MINING CORPORATION
                          2000 NON-EMPLOYEE DIRECTORS
                                  STOCK PLAN

   1. Purposes. The purposes of the Newmont Mining Corporation 2000 Non-
Employee Directors Stock Plan are to provide Non-Employee Directors an
opportunity to acquire Common Stock, thereby promoting the long-term success
of the Company by maintaining the ability of the Company to attract and retain
the services of experienced and highly qualified individuals to serve as
outside directors on the Company's Board of Directors, providing incentives
for Non-Employee Directors' performance of services, aligning Non-Employee
Director interests with those of the Company's stockholders and linking Non-
Employee Director compensation to Company performance.

   2. Definitions. As used in the Plan, the following capitalized terms shall
have the meanings set forth below:

     "Affiliate"--(i) any corporation or limited liability company, other
  than the Company, in an unbroken chain of corporations or limited liability
  companies ending with the Company if each corporation or limited liability
  company owns stock or membership interests (as applicable) possessing more
  than fifty percent of the total combined voting power of all classes of
  stock in one of the other corporations or limited liability companies in
  such chain; (ii) any corporation, trade or business (including, without
  limitation, a partnership or limited liability company) which is more than
  fifty percent controlled (whether by ownership of stock, assets or an
  equivalent ownership interest or voting interest) by the Company or one of
  its other Affiliates; or (iii) any other entity, approved by the Board as
  an Affiliate under the Plan, in which the Company or any of its other
  Affiliates has a material equity interest.

     "Agreement"--a written stock option award agreement evidencing an
  Option, as described in Section 3(c).

     "Annual Meeting"--the annual meeting of stockholders of the Company.

     "Board"--the Board of Directors of the Company.

     "Change of Control"--the occurrence of any of the following events:

       (i) The acquisition by any 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 (within the meaning of Rule 13d-3
    promulgated under the Exchange Act) of 20% or more of either (x) the
    then outstanding shares of Common Stock (the "Outstanding Company Common
    Stock") or (y) the combined voting power of the then outstanding voting
    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 of Control: (A) any
    acquisition directly from the Company, (B) any acquisition by the
    Company, (C) any acquisition by any employee benefit plan (or related
    trust) sponsored or maintained by the Company or any corporation
    controlled by the Company or (D) any acquisition by any corporation
    pursuant to a transaction which complies with clauses (A), (B) and (C)
    of subsection (iii) below; or

       (ii) Individuals who, as of the effective date of the Plan,
    constitute the Board (the "Incumbent Board") cease for any reason to
    constitute at least a majority of the Board; provided, however, that any
    individual becoming a director subsequent to the effective date of the
    Plan whose election, or nomination for election by the Company's
    shareholders, was approved by a vote of at least a majority of the
    directors then comprising the Incumbent Board shall be considered as
    though such individual were a member of the Incumbent Board, but
    excluding, for this purpose, any such individual whose initial
    assumption of office occurs 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


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       (iii) Consummation of a reorganization, merger or consolidation or
    sale or other disposition of all or substantially all of the assets of
    the Company or an acquisition of assets of another corporation (a
    "Business Combination"), in each case, unless, following such Business
    Combination, (A) all or substantially all of the individuals and
    entities who were the beneficial owners, respectively, of the
    Outstanding Company Common Stock and Outstanding Company Voting
    Securities immediately prior to such Business Combination beneficially
    own, directly or indirectly, more than 50% of, respectively, the then
    outstanding shares of common stock and the combined voting power of the
    then outstanding voting securities entitled to vote generally in the
    election of directors, as the case may be, of the corporation resulting
    from such Business Combination (including, without limitation, a
    corporation which as a result of such transaction owns the Company or
    all or substantially all of the Company's assets either directly or
    through one or more subsidiaries) in substantially the same proportions
    as their ownership, immediately prior to such Business Combination of
    the Outstanding Company Common Stock and Outstanding Company Voting
    Securities, as the case may be, (B) no Person (excluding any corporation
    resulting from such Business Combination or any employee benefit plan
    (or related trust) of the Company or such corporation resulting from
    such Business Combination) beneficially owns, directly or indirectly,
    20% or more of, respectively, the then outstanding shares of common
    stock of the corporation resulting from such Business Combination or the
    combined voting power of the then outstanding voting securities of such
    corporation, except to the extent that such ownership existed prior to
    the Business Combination and (C) at least a majority of the members of
    the board of directors of the corporation resulting from such Business
    Combination were members of the Incumbent Board at the time of the
    execution of the initial agreement, or of the action of the Board,
    providing for such Business Combination; or

       (iv) Approval by the shareholders of the Company of a complete
    liquidation or dissolution of the Company.

     "Code"--the Internal Revenue Code of 1986, as it may be amended from
  time to time, including regulations and rules thereunder and successor
  provisions and regulations and rules thereto.

     "Common Stock"--the $1.60 par value common stock of the Company.

     "Company"--Newmont Mining Corporation, a Delaware corporation, or any
  successor entity.

     "Determined Amount"--an amount (rounded down to the nearest whole share)
  equal to (a) $25,000 divided by (b) the Fair Market Value of a share of
  Common Stock on the applicable Determination Date. The term "Determination
  Date" shall mean (i) in the case of a person who is elected a director of
  the Company at an Annual Meeting, the day of such Annual Meeting and (ii)
  in the case of a person who is elected a director of the Company in any
  year after the Annual Meeting, the effective date of such person's election
  as a director of the Company.

     "Eligible Transferee"--the meaning given such term in Section 7(d)
  hereof.

     "Exchange Act"--the Securities Exchange Act of 1934, as it may be
  amended from time to time.

     "Fair Market Value" of a share of Common Stock as of a given date shall
  be the average of the high and low sales prices for a share of Common Stock
  as reported for New York Stock Exchange issues in The Wall Street Journal
  for such date; provided, however, that if there is no sale of shares of
  Common Stock reported in The Wall Street Journal on such date, such fair
  market value shall be the average between the bid and asked prices for a
  share of Common Stock reported in The Wall Street Journal at the close of
  trading on such date; provided further, however, that if no such prices are
  reported for such day, the most recent day for which such prices are
  available shall be used. In the event that the method for determining the
  fair market value of a share of Common Stock provided for in the previous
  sentence shall not be practicable, then such fair market value shall be
  determined by such other reasonable valuation method as the Board shall, in
  its discretion, select and apply in good faith as of the given date.

     "Immediate Family Member"--of a Participant means any child, stepchild,
  grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-
  law, father-in-law, son-in-law, sister-in-law, or brother-in-law, including
  adoptive relationships, of such Participant who shares the same household
  with the Participant.

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     "Non-Employee Director"--the meaning given such term in Section 5.

     "Notice"--written notice actually received by the Company at its offices
  on the day of such receipt, if received on or before 1:30 p.m., Denver time
  (or such other location of the Company's principal executive offices), on a
  day when the Company's offices are open for business, or, if received after
  such time, such notice shall be deemed received on the next such day, which
  notice may be delivered in person to the Company's Payroll Department or
  sent by facsimile to the Company, or sent by certified or registered mail
  or overnight courier, prepaid, addressed to the attention of the Company's
  Payroll Department at 1700 Lincoln Street, Denver, Colorado 80203 (or such
  other location of the Company's principal executive offices).

     "Option"--a right to purchase Common Stock granted to an Optionee under
  the Plan in accordance with the terms and conditions set forth in Section
  6.

     "Optionee"--a Non-Employee Director who has been selected, pursuant to
  Section 3(b), to participate in the Plan and who holds an Option granted to
  such individual under the Plan in accordance with the terms and conditions
  set forth in Section 6.

     "Participant"--a Non-Employee Director who is an Optionee or who holds a
  Stock Award received under the Plan in accordance with the terms and
  conditions set forth in Section 7.

     "Plan"--this Newmont Mining Corporation 2000 Non-Employee Directors
  Stock Plan.

     "Rule 16b-3"--Rule 16b-3 under the Exchange Act, as such rule may be
  amended from time to time.

     "SEC"--the Securities and Exchange Commission.

     "Securities Act"--the Securities Act of 1933, as it may be amended from
  time to time, including the regulations and rules promulgated thereunder
  and successor provisions and regulations and rules thereto.

     "Stock Award"--an award of Common Stock received by a Non-Employee
  Director under the Plan in accordance with the terms and conditions set
  forth in Section 7.

   3. Administration of the Plan. (a) The Board shall have exclusive authority
to operate, manage and administer the Plan in accordance with its terms and
conditions.

   (b) Without limiting the generality of paragraph (a) of this Section 3, the
Board shall have the exclusive right and discretionary authority to: (i)
interpret the Plan and the Agreements; (ii) determine eligibility for
participation in the Plan; (iii) select, from time to time, from among those
eligible, the Non-Employee Directors to whom Options shall be granted under
the Plan; (iv) determine the number of shares of Common Stock to be included
in any Option and the periods for which Options will be outstanding; (v)
establish, amend, waive and/or rescind rules and regulations and
administrative guidelines for carrying out the Plan; (vi) accelerate the
exercisability or vesting of any Option or Stock Award when such acceleration
would be in the best interest of the Company; (vii) grant waivers of terms,
conditions, restrictions and limitations under the Plan or applicable to any
Option or Stock Award; (viii) correct any errors, supply any omissions or
reconcile any inconsistencies in the Plan and/or any Agreement or any other
instrument relating to any Option or Stock Award; (ix) to the extent permitted
by the Plan, amend or adjust the terms and conditions of any outstanding
Option or Stock Award and/or adjust the number and/or class of shares of
Common Stock subject to any outstanding Option or Stock Award; (x) at any time
and from time to time after the granting of an Option or Stock Award, specify
such additional terms, conditions and restrictions with respect to any such
Option or Stock Award as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws, rules and/or regulations,
including, but not limited to, (A) terms, restrictions and conditions for
compliance with Federal, state and foreign securities laws, (B) methods of
withholding or providing for the payment of required taxes and (C)
restrictions regarding an Optionee's ability to exercise Options under any
"cashless exercise" program established by the Board or using previously
purchased shares of Common Stock; and (xi) take any and all such other action
it deems necessary or advisable for the proper operation and/or administration
of the Plan. The Board shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of its
authority under the Plan. Decisions and actions by the Board with respect to
the Plan and any Agreement shall be final, conclusive

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and binding on all persons having or claiming to have any right or interest in
or under the Plan and/or any Agreement. Options need not be uniform as to all
grants and recipients thereof.

   (c) Each Option shall be evidenced by an Agreement, which shall be executed
by the Company and the Optionee to whom such Option has been granted, unless
the Agreement provides otherwise; however, two or more Options granted to a
single Optionee may be combined in a single Agreement. An Agreement shall not
be a precondition to the granting of an Option; however, no person shall have
any rights under any Option unless and until the Optionee to whom the Option
shall have been granted (i) shall have executed and delivered to the Company
an Agreement or other instrument evidencing the Option, unless such Agreement
provides otherwise, and (ii) has otherwise complied with the applicable terms
and conditions of the Option. The Board shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Board; provided that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.

   (d) The Board may, in its discretion, allocate to any Non-Employee Director
or committee of Non-Employee Directors all or any portion of the Board's
responsibilities under this Section 3; provided, however, that no such
allocation by the Board shall be made if such allocation would not be
permitted under any applicable law, rule or regulation, or with respect to the
administration of the Plan as it affects such Non-Employee Director or Non-
Employee Directors and, provided further, however, the Board may not allocate
its authority to grant Options or correct errors, omissions or inconsistencies
in the Plan or any Agreement. All authority allocated by the Board under this
paragraph (d) of this Section 3 shall be exercised in accordance with the
terms and conditions of the Plan and any rules, regulations or administrative
guidelines that may from time to time be established by the Board, and any
such allocation may be revoked by the Board at any time.

   4. Shares of Stock Subject to the Plan. (a) The shares of stock subject to
Options and Stock Awards granted under the Plan shall be shares of Common
Stock. Such shares of Common Stock subject to the Plan may be either
authorized and unissued shares (which will not be subject to preemptive
rights) or previously issued shares acquired by the Company or any Affiliate.
The total number of shares of Common Stock that may be delivered pursuant to
any Options and Stock Awards under the Plan is 400,000.

   (b) Notwithstanding any of the foregoing limitations set forth in this
Section 4, the number of shares of Common Stock specified in this Section 4
shall be adjusted as provided in Section 11.

   (c) Any shares of Common Stock subject to an Option which for any reason
expires or is terminated without having been fully exercised may again be
granted pursuant to an Option or Stock Award under the Plan, subject to the
limitations of this Section 4. If the Option exercise price of any Option is
satisfied by tendering shares of Common Stock to the Company (by either actual
delivery or attestation), only the number of shares of Common Stock issued net
of the shares of Common Stock tendered shall be deemed delivered for purposes
of determining the maximum number of shares available for delivery under the
Plan.

   5. Eligibility. Each member of the Board shall be eligible to become an
Optionee and receive Options, and receive Stock Awards, all in accordance with
the terms and conditions of the Plan, provided that, as of the date of
granting of an Option or Stock Award, he or she is (a) not an employee of the
Company or an Affiliate and (b) not otherwise eligible for selection to
participate in any plan of the Company or any Affiliate that entitles a
participant therein to acquire securities or derivative securities of the
Company, other than any plan in which only directors described in clause (a)
are eligible to participate (any such eligible member of the Board, a "Non-
Employee Director").

   6. Terms and Conditions of Stock Options. All Options to purchase Common
Stock granted under the Plan shall be nonstatutory stock options not intended
to qualify as "incentive stock options" within the meaning of Section 422 of
the Code or any successor or similar Code provision. Each Option shall be
subject to all the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and

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conditions not inconsistent therewith as the Board shall determine and which
are set forth in the applicable Agreement.

     (a) The option exercise price per share of shares of Common Stock
  subject to each Option shall be determined by the Board and stated in the
  Agreement.

     (b) Each Option shall be exercisable in whole or in such installments,
  at such times and under such conditions as may be determined by the Board
  in its discretion and stated in the Agreement, and, in any event, over a
  period of time ending not later than ten years from the date such Option
  was granted.

     (c) An Option shall not be exercisable with respect to a fractional
  share of Common Stock or the lesser of fifty shares or the full number of
  shares of Common Stock then subject to the Option. No fractional shares of
  Common Stock shall be issued upon the exercise of an Option.

     (d) Each Option may be exercised by giving Notice to the Company
  specifying the number of shares of Common Stock to be purchased, which
  shall be accompanied by payment in full including applicable taxes, if any,
  in accordance with Section 10. Payment shall be in any manner permitted by
  applicable law and prescribed by the Board, in its discretion, and set
  forth in the Agreement, including, in the Board's discretion, payment in
  accordance with a "cashless exercise" program established by the Board.

     (e) No Optionee or other person shall become the beneficial owner of any
  shares of Common Stock subject to an Option, nor have any rights to
  dividends or other rights of a shareholder with respect to any such shares,
  until he or she has exercised his or her Option in accordance with the
  provisions of the Plan and the applicable Agreement.

     (f) An Option may be exercised only if at all times during the period
  beginning with the date of the granting of the Option and ending on the
  date of such exercise, the Optionee was a Non-Employee Director.
  Notwithstanding the above, the Board may determine in its discretion that
  an Optionee's Option may be exercised following termination of such
  continuous service by such Optionee as a Non-Employee Director, whether or
  not exercisable at the time of such termination, to the extent provided in
  the applicable Agreement or otherwise.

   7. Stock Awards. (a) On the first business day following the date of the
Annual Meeting in each year, commencing in 2000, each Non-Employee Director
who is elected or re-elected as a director of the Company at such Annual
Meeting shall receive, for service as a director of the Company previously
rendered and to be rendered during the year in which such Annual Meeting is
held, shares of Common Stock in the Determined Amount. If a person is elected
a director of the Company in any calendar year after the Annual Meeting held
in such calendar year, and qualifies as a Non-Employee Director, then such
person shall receive on the first business day following the effective date of
such person's election as a Non-Employee Director, for service as a director
of the Company to be rendered during such year, shares of Common Stock in the
Determined Amount. For avoidance of doubt, in no event shall any person be
entitled to receive more than one stock award during a single calendar year.

   (b) A Non-Employee Director may forego any Stock Award under the Plan for
any year by giving irrevocable Notice to such effect to the Company on or
before December 31 of the immediately preceding year or, in the case of a
Stock Award to be made to a person on the effective date of such person's
initial election as a Non-Employee Director of the Company, on or prior to
such effective date.

   (c) A Non-Employee Director shall not be required to make any payment for
any Stock Award granted under the Plan.

   (d) Subject to the remainder of this paragraph (d) of this Section 7, a
Participant who receives a Stock Award shall have full beneficial ownership
of, and rights and privileges of a shareholder as to awarded shares, including
the right to vote and the right to receive dividends. The shares of Common
Stock comprising a Stock Award received by a Participant pursuant to the Plan
may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by such Participant until the earliest of (i) the expiration of
five years after the date of the receipt of such shares by such Participant,
(ii) the date such Participant ceases to be a director of the Company by
reason of death or disability (as determined, for purposes of this Section 7,
by the remaining members of the Board in good faith), or (iii) the later of
(x) the date such Participant ceases to be a director of

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the Company for any reason other than death or disability or (y) the
expiration of six months after the date of the receipt of such shares by such
Participant; provided, however, a Participant (1) may sell, transfer or assign
shares of Common Stock received by such Participant under a Stock Award to
Immediate Family Members of such Participant, or a trust, partnership, limited
liability company, corporation (including a personal holding company) or
similar vehicle established solely for the benefit of, or the partners,
members or shareholders of which are solely, the Participant and/or any such
Immediate Family Members (an "Eligible Transferee") or (2) may direct the
Company, by Notice to the Company prior to the date of issuance of any shares
of Common Stock that such Participant is entitled to receive pursuant to the
Plan, to issue such shares in the name of, and to deliver such shares to, an
Eligible Transferee of such Participant, provided that, in the case of clause
(1) or (2), the foregoing restrictions on transfer shall apply to such
Eligible Transferee.

   8. Annual Retainers or Other Awards Payable in Options. The Board, in its
discretion, may determine that all or part of the annual retainers or other
awards, including, without limitation, Stock Awards, otherwise payable to Non-
Employee Directors under the Company's compensation practices for Non-Employee
Directors shall be payable in Options. Such Options shall be subject to such
terms as the Board may, in its discretion, determine, and shall be in
consideration of services previously performed and/or as an incentive toward
future services.

   9. Rights of Non-Employee Directors and Other Persons. (a) No person shall
have any rights or claims under the Plan except in accordance with the
provisions of the Plan and the applicable Agreement.

   (b) Nothing contained in the Plan or in any Agreement shall be deemed to
give any Non-Employee Director the right to be retained in the service of the
Company or any Affiliate nor restrict in any way the right of the Company or
any Affiliate to terminate any Non-Employee Director's service with the
Company or any Affiliate at any time with or without cause.

   (c) The adoption of the Plan shall not be deemed to give any Non-Employee
Director or any other person any right to be selected as an Optionee or to be
granted an Option.

   (d) Except pursuant to Section 7, nothing contained in the Plan or in any
Agreement shall be deemed to give any Non-Employee Directors the right to
receive any bonus, whether payable in cash or in Common Stock, or in any
combination thereof, from the Company, nor be construed as limiting in any way
the right of the Company to determine, in its sole discretion, whether or not
it shall pay any Non-Employee Directors bonuses, and, if so paid, the amount
thereof and the manner of such payment.

   10. Tax Withholding Obligations. (a) The Company is authorized to take
whatever actions are necessary and proper to satisfy all obligations of
Participants for the payment of all Federal, state, local and foreign taxes in
connection with any Options or Stock Awards (including, but not limited to,
actions pursuant to the following paragraph (b) of this Section 10).

   (b) Each Participant shall (and in no event shall Common Stock be delivered
to such Participant with respect to an Option or Stock Award until), no later
than the date as of which the value of the Option or Stock Award first becomes
includible in the gross income of the Participant for income tax purposes, pay
to the Company in cash, or make arrangements satisfactory to the Company, as
determined in the Board's discretion, regarding payment to the Company of, any
taxes of any kind required by law to be withheld with respect to the Common
Stock subject to such Option or Stock Award, and the Company and any Affiliate
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to such Participant.
Notwithstanding the above, the Board may, in its discretion and pursuant to
procedures approved by the Board, permit a Participant to (i) elect
withholding by the Company of Common Stock otherwise deliverable to such
Participant pursuant to such Option or Stock Award (provided, however, that
the amount of any Common Stock so withheld shall not exceed the amount
necessary to satisfy required Federal, state, local and foreign withholding
tax obligations using the minimum statutory rate) and/or (ii) tender to the
Company Common Stock owned by such Participant (or by such Participant and his
or her spouse jointly) and acquired more than six months prior to such tender
in full or partial satisfaction of such tax obligations, based, in each case,
on the Fair Market Value of the Common Stock on the payment date as determined
by the Board.

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   11. Changes in Capital. (a) The existence of the Plan and any Options or
Stock Awards granted hereunder shall not affect in any way the right or power
of the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company
or an Affiliate, any issue of debt, preferred or prior preference stock ahead
of or affecting the Common Stock, the authorization or issuance of additional
shares of Common Stock, the dissolution or liquidation of the Company or any
Affiliate, any sale or transfer of all or part of its assets or business or
any other corporate act or proceeding.

   (b)(i) Upon changes in the outstanding Common Stock (or other change in
corporate capitalization) by reason of a stock dividend, stock split, reverse
split, subdivision, recapitalization, merger, consolidation (whether or not
the Company is a surviving corporation), an extraordinary dividend, "spin-off"
or distribution payable in cash or property, combination or exchange of
shares, separation, reorganization or liquidation, or issuance by the Company
of shares of its capital stock without receipt of full consideration therefor,
or rights or securities exercisable, convertible or exchangeable for shares of
such capital stock, the aggregate number, class and kind of shares of stock
available under the Plan as to which Options and Stock Awards may be granted,
and the number, class and kind of shares under each outstanding Option and
Stock Award and the option exercise price per share applicable to such Options
shall be correspondingly adjusted by the Board in its discretion to preserve
the benefits or potential benefits intended to be made available under the
Plan or with respect to any outstanding Options or Stock Awards or otherwise
necessary to reflect any such change.

   (ii) Fractional shares of Common Stock resulting from any adjustment in
Options pursuant to Section 11(b)(i) shall be aggregated until, and eliminated
at, the time of exercise of the affected Options. Fractional shares of Common
Stock resulting from any adjustment in Stock Awards pursuant to Section
11(b)(i) shall be eliminated from a Stock Award at the time of adjustment.
Notice of any adjustment shall be given by the Board to each Participant whose
Option or Stock Award has been adjusted and such adjustment (whether or not
such Notice is given) shall be effective and binding for all purposes of the
Plan.

   (c) In the event of a Change of Control, except as otherwise provided in
the Agreement specifically with respect to a Change of Control: (1) the time
of exercise of Options which are outstanding shall be accelerated so that such
Options become immediately exercisable in full without regard to any
limitations of time or amount otherwise contained in the Plan or the
applicable Agreements and, in the event an Optionee terminates service on the
Board for any reason during the one year period following a Change of Control,
all exercisable Options held by such Optionee (or such Optionee's transferee)
shall remain exercisable until the first to occur of the first anniversary of
the Optionee's termination of service or the expiration of the initial Option
term, or until such later date otherwise provided by the Board or in the
applicable Agreement, (2) all outstanding Options shall immediately become
fully vested and nonforfeitable and (3) all restrictions on transfer, sale,
assignment, pledge or other disposition applicable to any shares of Common
Stock covered by a Stock Award shall immediately lapse. Upon the occurrence of
a Change of Control, the Board may, in its discretion, determine (A) that
Options shall be adjusted and make such adjustments by substituting for Common
Stock subject to such Options, stock or other securities of the surviving
corporation or any successor corporation to the Company, or any parent or
subsidiary thereof, or that may be issuable by another corporation that is a
party to the transaction, if such stock or other securities are publicly
traded, in which event the aggregate exercise price shall remain the same and
the amount of shares or other securities subject to such Option shall be the
amount of shares or other securities which could have been purchased on the
closing date or expiration date of such transaction with the proceeds which
would have been received by the Optionee if the Option had been exercised in
full prior to such transaction or expiration date and the Optionee exchanged
all of such shares in the transaction, and/or (B) that any outstanding Options
shall be converted into a right to receive in cash, as soon as practicable
following the Change of Control, an amount equal to the greater of (x) the
highest value of the consideration to be received in connection with such
transaction for one share of Common Stock and (y) the highest market trading
price of a share of the Common Stock reported in The Wall Street Journal
during the 30 consecutive trading days prior to the Change of Control, less
the per share exercise price of such Option, multiplied by the number of
shares of Common Stock subject to such Option. No Participant shall have any
right to prevent the consummation of any transaction affecting the number of
shares available to such Participant. Any actions or determinations of the
Board under

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this paragraph (b) of Section 11 need not be uniform as to all outstanding
Options and Stock Awards, nor treat all Participants identically.
Notwithstanding the foregoing adjustments, in no event may any Option be
exercised after ten years from the date it was originally granted.

   12. Miscellaneous Provisions. (a) The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the issuance of shares upon exercise of
any Option. Proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.
The expenses of the Plan shall be borne by the Company.

   (b) Except as otherwise provided in this paragraph (b) of Section 12, an
Option by its terms shall be personal and may not be sold, transferred,
pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise
than by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of an Optionee only by him or her. The
foregoing to the contrary notwithstanding, at the Board's discretion, an
Agreement may permit the receipt or exercise of an Optionee's Option (or any
portion thereof) after his or her death by the beneficiary most recently named
by such Optionee in a written designation thereof filed with the Company, or,
in lieu of any such surviving beneficiary, by the legal representatives of
such Optionee's estate and/or an Option to be transferred by an Optionee
during his or her lifetime to such Optionee's alternate payee pursuant to a
qualified domestic relations order, as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules and
regulations thereunder. In the event any Option is exercised by the executors,
administrators, heirs or distributees of the estate of a deceased Optionee, or
such an Optionee's beneficiary or transferee, pursuant to the terms and
conditions of the Plan and the applicable Agreement, the Company shall be
under no obligation to issue Common Stock thereunder unless and until the
Company is satisfied, as determined in the discretion of the Board, that the
person or persons exercising such Option are the duly appointed legal
representative of the deceased Optionee's estate or the proper legatees or
distributees thereof or the named beneficiary or valid transferee, as the case
may be, of such Optionee. Further notwithstanding the foregoing to the
contrary, at the Board's discretion, an Agreement may permit the transfer of
an Option by the recipient thereof, subject to such terms, conditions and
limitations prescribed by the Board, and the applicable transferee of such
Option shall be treated under the Plan and the applicable Agreement as the
Optionee for purposes of any exercise of such Option.

   (c) If at any time the Board shall determine, in its discretion, that the
listing, registration and/or qualification of shares of Common Stock upon any
national securities exchange or under any state, Federal or foreign law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Common Stock hereunder, no Option or Stock Award may be exercised or
paid in whole or in part unless and until such listing, registration,
qualification, consent and/or approval shall have been effected or obtained,
or otherwise provided for, free of any conditions not acceptable to the Board.

   (d) The Board may require each person receiving Common Stock in connection
with any Option or Stock Award under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares for investment and
not with a view to, or for sale in connection with, the distribution of any
part thereof. In addition, the shares of Common Stock received by a
Participant pursuant to the Plan may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of except pursuant to an
available exemption from the registration requirements of the Securities Act.
Certificates for shares delivered under the Plan may include any legend which
the Company deems appropriate to reflect any or all of the foregoing
restrictions on transfers, together with the restrictions on transfer set
forth in Section 7(d), if applicable.

   (e) By accepting any benefit under the Plan, each Participant and each
person claiming under or through such Participant shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by
the Company or the Board.

   (f) Neither the adoption of the Plan nor anything contained herein shall
affect any other compensation or incentive plans or arrangements of the
Company or any Affiliate, or prevent or limit the right of the Company or

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<PAGE>

any Affiliate to establish any other forms of incentives or compensation for
their directors, or grant or assume options or other rights otherwise than
under the Plan.

   (g) In the discretion of the Board, a Participant may elect irrevocably (at
a time and in a manner determined by the Board) prior to exercising an Option
or receiving a Stock Award that delivery of shares of Common Stock upon
exercise of such Option or receipt of such Stock Award shall be deferred until
a future date and/or the occurrence of a future event or events, specified in
such election. Upon the exercise of any such Option or receipt of such Stock
Award and until the delivery of any deferred shares, the number of shares
otherwise issuable to the Participant shall be credited to a memorandum
account in the records of the Company or its designee and any dividends or
other distributions payable on such shares shall be deemed reinvested in
additional shares of Common Stock, in a manner determined by the Board, until
all shares of Common Stock credited to such Participant's memorandum account
shall become issuable pursuant to the Participant's election.

   (h) The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware, except as superseded by applicable Federal law.

   (i) The words "Section," "subsection" and "paragraph" herein shall refer to
provisions of the Plan, unless expressly indicated otherwise. Wherever any
words are used in the Plan or any Agreement in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

   13. Limits of Liability. (a) Any liability of the Company or an Affiliate
to any Participant with respect to any Option or Stock Award shall be based
solely upon contractual obligations created by the Plan and any applicable
Agreement.

   (b) Neither the Company nor an Affiliate nor any member of the Board, nor
any other person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the Plan,
shall have any liability, in the absence of bad faith, to any party for any
action taken or not taken in connection with the Plan, except as may expressly
be provided by statute.

   14. Limitations Applicable to Options Subject to Section 16. Unless stated
otherwise in the Agreement, notwithstanding any other provision of the Plan,
any Option or Stock Award granted to a Non-Employee Director who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including Rule 16b-3 as it may be amended from time to time)
that are requirements for the application of such exemptive rule, and the Plan
and the applicable Agreement shall be deemed amended to the extent necessary
to conform to such limitations.

   15. Amendments and Termination. The Board may, at any time and with or
without prior notice, amend, alter, suspend, or terminate the Plan; provided,
however, that no such amendment, alteration, suspension, or termination shall
be made which would materially adversely affect an outstanding Option or Stock
Award theretofore granted without the written consent of the holder of such
Option or Stock Award or which, without first obtaining approval of the
stockholders of the Company, would, except as is provided in Section 11(b),
increase the maximum number of shares of Common Stock that may be sold or
awarded under the Plan. The Board may amend the terms of any Option or Stock
Award theretofore granted, including any Agreement, retroactively or
prospectively, but no such amendment shall materially adversely affect an
outstanding Option or Stock Award without the written consent of the holder of
such Option or Stock Award. Notwithstanding the foregoing, the Board may amend
the Plan and/or any Option or Stock Award, including any Agreement, either
retroactively or prospectively, and without the consent of the applicable
Participant, so as to preserve or come within any exemptions from liability
under Section 16(b) of the Exchange Act, pursuant to the rules and releases
promulgated by the SEC (including Rule 16b-3).

   16. Duration. The Plan shall become effective, after the Plan is adopted by
the Board, as of the date on which it is approved by the holders of a majority
of the outstanding Common Stock which is present and voted

                                       9
<PAGE>

at an Annual Meeting. The Plan shall terminate upon the earliest to occur of
(a) the effective date of a resolution adopted by the Board terminating the
Plan or (b) ten years from the date the Plan is approved by the Company's
shareholders. No Option or Stock Award may be granted under the Plan after the
earliest of (a) and (b) of this Section 16 to occur; however, Options
theretofore granted may extend beyond such date.

   No such termination of the Plan shall materially adversely affect the
rights of any Participant hereunder and all Options and Stock Awards
previously granted hereunder shall continue in force and in operation after
the termination of the Plan, except as they may be otherwise terminated in
accordance with the terms of the Plan or any applicable Agreement.


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