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                                                                    EXHIBIT 10.8

                           2000 STOCK INCENTIVE PLAN
                                      OF
                            STANDARD PACIFIC CORP.

SECTION 1. PURPOSE OF PLAN

  The purpose of this 2000 Stock Incentive Plan (this "Plan") of Standard
Pacific Corp., a Delaware corporation (the "Company"), is to enable the
Company and its subsidiaries to attract, retain and motivate its directors,
officers and other employees, and to further align the interests of such
persons with those of the stockholders of the Company by providing for or
increasing the proprietary interest of such persons in the Company.

SECTION 2. ADMINISTRATION OF PLAN

  2.1 Composition of Committee. This Plan shall be administered by a committee
of the Board of Directors consisting of two or more directors, each of whom
is: (i) a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
such rule may be amended from time to time, and (ii) an "Outside Director" as
defined in the regulations adopted under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), as such Code provision is
amended from time to time (the "Committee"), as appointed from time to time by
the Board of Directors. The Board of Directors shall fill vacancies on, and
from time to time may remove or add members to, the Committee. The Committee
shall act pursuant to a majority vote or unanimous written consent. The Board
of Directors, in its discretion, may exercise any authority of the Committee
under this Plan in lieu of the Committee's exercise thereof. Notwithstanding
the foregoing, with respect to any Award (as defined in Section 5.1) that is
not intended to satisfy the conditions of Rule 16b-3 under the Exchange Act or
Section 162(m)(4)(C) of the Code, the Committee may appoint one or more
separate committees (any such committee, a "Subcommittee") composed of one or
more directors of the Company (who may but need not be members of the
Committee) and may delegate to any such Subcommittee(s) the authority to grant
Awards under the Plan to Eligible Persons (as defined in Section 4), to
determine all terms of such Awards, and/or to administer the Plan or any
aspect of it. Any action by any such Subcommittee within the scope of such
delegation shall be deemed for all purposes to have been taken by the
Committee. The Committee may designate the Secretary of the Company or other
Company employees to assist the Committee in the administration of the Plan,
and may grant authority to such persons to execute agreements or other
documents evidencing Awards made under this Plan or other documents entered
into under this Plan on behalf of the Committee or the Company.

  2.2 Powers of the Committee. Subject to the express provisions of this Plan,
the Committee shall be authorized and empowered to do all things necessary or
desirable, in its discretion, in connection with the administration of this
Plan, including, without limitation, the following:

    (a) to prescribe, amend and rescind rules and regulations relating to
  this Plan and to define terms not otherwise defined herein; provided that,
  unless the Committee shall specify otherwise, for purposes of this Plan (i)
  the term "fair market value" shall mean, as of any date, the closing price
  for a Share (as defined in Section 3.1) reported for that date by the New
  York Stock Exchange (or such other stock exchange or quotation system on
  which Shares are then listed or quoted) or, if no Shares are traded on the
  New York Stock Exchange (or such other stock exchange or quotation system)
  on the date in question, then the closing price for the next preceding date
  for which Shares are traded on the New York Stock Exchange (or such other
  stock exchange or quotation system); and (ii) the term "Company" shall mean
  the Company and its subsidiaries and affiliates, unless the context
  otherwise requires;

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    (b) to determine which persons are Eligible Persons, to which of such
  Eligible Persons, if any, Awards shall be granted hereunder and the timing
  of any such Awards, and to grant Awards;

    (c) to determine the number of Shares subject to Awards and the exercise
  or purchase price of such Shares;

    (d) to establish and verify the extent of satisfaction of any performance
  goals applicable to Awards;

    (e) to prescribe and amend the terms of the agreements or other documents
  evidencing Awards made under this Plan (which need not be identical);

    (f) to determine whether, and the extent to which, adjustments are
  required pursuant to Section 10;

    (g) to interpret and construe this Plan, any rules and regulations under
  this Plan and the terms and conditions of any Award granted hereunder, and
  to make exceptions to any such provisions in good faith and for the benefit
  of the Company; and

    (h) to make all other determinations deemed necessary or advisable for
  the administration of this Plan.

  2.3 Determinations of the Committee. All decisions, determinations and
interpretations by the Committee regarding this Plan shall be final and
binding on all Eligible Persons and Participants (as defined in Section 4).
The Committee shall consider such factors as it deems relevant to making such
decisions, determinations and interpretations including, without limitation,
the recommendations or advice of any director, officer or employee of the
Company and such attorneys, consultants and accountants as it may select.

SECTION 3. STOCK SUBJECT TO PLAN

  3.1 Aggregate Limits. The aggregate number of shares of the Company's common
stock, $.01 par value per share ("Shares"), issued pursuant to all Awards
granted under this Plan shall not exceed 1,000,000 plus the number of shares
subject to awards that are cancelled, expire or forfeited under the Company's
1991 Employee Stock Incentive Plan and 1997 Stock Incentive Plan after the
expiration date of such plans; provided that no more than 15% of such Shares
may be issued pursuant to all Incentive Stock Awards (as defined in Section
5.1) granted under this Plan. Such limits shall be subject to adjustment as
provided in Section 10. The Shares issued pursuant to this Plan may be Shares
that either were reacquired by the Company, including Shares purchased in the
open market, or authorized but unissued Shares.

  3.2 Tax Code Limits. The aggregate number of Shares subject to Options
granted under this Plan during any calendar year to any one Eligible Person
shall not exceed 300,000. The aggregate number of Shares issued or issuable
under all Awards granted under this Plan, other than Options, during any
calendar year to any one Eligible Person shall not exceed 150,000.
Notwithstanding anything to the contrary in this Plan, the foregoing Share
limitations shall be subject to adjustment under Section 10 only to the extent
that such adjustment will not affect the status of any Award intended to
qualify as "performance based compensation" under Code Section 162(m). The
foregoing limitations shall not apply to the extent that they are no longer
required in order for compensation in connection with grants under this Plan
to be treated as "performance-based compensation" under Code Section 162(m).
The aggregate fair market value (as of the date of grant) of Shares for which
one or more Options granted by the Company to any one Eligible Person under
this Plan, or any other plan of the Company, may for the first time become
exercisable as ISOs during any one calendar year shall not exceed the maximum
value permitted under Code Section 422, and the number of Shares that may be
issued pursuant to the exercise of ISOs granted under this Plan shall not
exceed 1,000,000, which number shall be calculated and adjusted pursuant to
Section 3.3 and Section 10 only to the extent that such calculation or
adjustment will not affect the status of any option intended to qualify as an
ISO under Code Section 422.

  3.3 Issuance of Shares. For purposes of Section 3.1, the aggregate number of
Shares issued under this Plan at any time shall equal only the number of
Shares actually issued upon exercise or settlement of an Award and shall not
include Shares subject to Awards that have been canceled, expired or forfeited
or Shares subject to Awards that have been delivered to the Company in payment
or satisfaction of the purchase price, exercise price or tax withholding
obligation of an Award.

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SECTION 4. PERSONS ELIGIBLE UNDER PLAN

  Any person who is an employee or prospective employee of the Company or of
any of its subsidiaries or affiliates and any director of the Company who is
not an employee shall be eligible to be considered for the grant of Awards
hereunder (an "Eligible Person"). A "Participant" is any current or former
Eligible Person to whom an Award has been made and any person (including any
estate) to whom an Award has been assigned or transferred pursuant to Section
9.1.

SECTION 5. PLAN AWARDS

  5.1 Award Types. The Committee, on behalf of the Company, is authorized
under this Plan to enter into certain types of written arrangements with
Eligible Persons and to confer certain benefits on them. The following
arrangements or benefits are authorized under this Plan if their terms and
conditions are not inconsistent with the provisions of this Plan: Options,
Incentive Bonuses and Incentive Stock. Such arrangements and benefits are
sometimes referred to herein as "Awards." The authorized types of arrangements
and benefits for which Awards may be granted are defined as follows:

    (a) Options: An option is a right granted under Section 6 (an "Option")
  to purchase a number of Shares at such exercise price, at such times, and
  on such other terms and conditions as are specified in the agreement or
  terms and conditions or other document evidencing the Award (the "Option
  Document"). Options intended to qualify as Incentive Stock Options ("ISOs")
  pursuant to Code Section 422 and Options not intended to qualify as ISOs
  ("Nonqualified Options") may be granted under Section 6.

    (b) Incentive Bonus: An incentive bonus is a bonus opportunity awarded
  under Section 7 (an "Incentive Bonus") pursuant to which a Participant may
  become entitled to receive an amount based on satisfaction of such
  performance criteria as are specified in the agreement or other document
  evidencing the Award (the "Incentive Bonus Document").

    (c) Incentive Stock: Incentive stock is an award or issuance of Shares
  made under Section 8 ("Incentive Stock"), the grant, issuance, retention,
  vesting and/or transferability of which is subject during specified periods
  of time to such conditions (including continued employment or performance
  conditions) and terms as are expressed in the agreement or other document
  evidencing the Award (the "Incentive Stock Document").

  5.2 Grants of Awards. An Award may consist of one such arrangement or
benefit or two or more of them in tandem or in the alternative.

SECTION 6. OPTIONS

  The Committee may grant an Option or provide for the grant of an Option,
either from time to time in the discretion of the Committee or automatically
upon the occurrence of specified events, including, without limitation, the
achievement of performance goals, the satisfaction of an event or condition
within the control of the recipient of the Award or within the control of
others.

  6.1 Option Document. Each Option Document shall contain provisions regarding
(a) the number of Shares that may be issued upon exercise of the Option, (b)
the purchase price of the Shares and the means of payment for the Shares, (c)
the term of the Option, (d) such terms and conditions of exercisability as may
be determined from time to time by the Committee, (e) restrictions on the
transfer of the Option and forfeiture provisions and (f) such further terms
and conditions, in each case not inconsistent with this Plan as may be
determined from time to time by the Committee. Option Documents evidencing
ISOs shall contain such terms and conditions as may be necessary to qualify,
to the extent determined desirable by the Committee, with the applicable
provisions of Section 422 of the Code.

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  6.2 Option Price. The purchase price per share of the Shares subject to each
Option granted under this Plan shall equal or exceed 100% of the fair market
value of such Shares on the date the Option is granted, except that (a) the
exercise price of an Option may be higher or lower in the case of Options
granted to an employee of a company acquired by the Company in assumption and
substitution of options held by such employee at the time such company is
acquired ("Substitution Options"), (b) if an Eligible Person is required to
pay or forego the receipt of any cash amount in consideration of receipt of an
Option, the exercise price plus such cash amount shall equal or exceed 100% of
the fair market value of such Stock on the date the Option is granted, and (c)
in the case of ISO grants, the purchase price per share of the Shares subject
to each Option granted under this Plan shall equal or exceed 110% of the fair
market value of such Shares on the date the Option is granted, for Options
granted to an individual who, at the time the Option is granted to such
individual under this Plan, owns more than 10% of the combined voting power of
all classes of stock of the Company.

  6.3 Option Term. The term of each Option granted under this Plan, including
any ISOs, shall be 10 years from the date of its grant, unless the Committee
provides for a shorter period.

  6.4 Option Vesting. Options granted under this Plan shall be exercisable at
such time and in such installments during the period prior to the expiration
of the Option's term as determined by the Committee, except that no Option
other than non-employee director options and Substitution Options shall first
become exercisable within one (1) year from its date of grant, other than upon
death or disability of the Eligible Person or upon a Change of Control (as
defined in Section 11.2). The Committee shall have the right to make the
timing of the ability to exercise any Option granted under this Plan subject
to such performance requirements as deemed appropriate by the Committee.
Subject to the limitation set forth in the first sentence of this Section 6.4,
at any time after the grant of an Option the Committee may reduce or eliminate
any restrictions surrounding any Participant's right to exercise all or part
of the Option

  6.5 Termination of Employment or Service. Subject to Section 11, upon a
termination of a Participant's employment prior to (i) the full vesting of an
Option, the unvested portion of the Option shall be forfeited, unless the
Committee in its discretion determines otherwise and (ii) any unexercised
Options shall be subject to such procedures as the Committee may establish.

  6.6 Payment of Exercise Price. The exercise price of an Option shall be paid
in the form of one of more of the following, as the Committee shall specify,
either through the terms of the Option Document or at the time of exercise of
an Option: (a) cash or certified or cashiers' check, (b) shares of capital
stock of the Company that have been held by the Participant for such period of
time as the Committee may specify, (c) other property deemed acceptable by the
Committee, (d) a reduction in the number of Shares or other property otherwise
issuable pursuant to such Option or (e) any combination of (a) through (d).

  6.7 No Option Repricing. Without the approval of stockholders, the Company
shall not reprice any Options. For purposes of this Plan, the term "reprice"
shall mean lowering the exercise price of previously awarded Options within
the meaning of Item 402(i) under Securities and Exchange Commission Regulation
S-K (including canceling previously awarded Options and regranting them with a
lower exercise price).

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SECTION 7. INCENTIVE BONUSES

  Each Incentive Bonus Award will confer upon the Participant the opportunity
to earn a future payment tied to the level of achievement with respect to one
or more performance criteria established for a specified performance period.

  7.1 Incentive Bonus Document. Each Incentive Bonus Document shall contain
provisions regarding (a) the target and maximum amount payable to the
Participant as an Incentive Bonus, (b) the performance criteria and level of
achievement versus the criteria that shall determine the amount of such
payment, (c) the term of the performance period as to which performance shall
be measured for determining the amount of any payment, (d) the timing of any
payment earned by virtue of performance, (e) restrictions on the alienation or
transfer of the Incentive Bonus prior to actual payment, (f) forfeiture
provisions and (g) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee. The maximum amount payable as an Incentive Bonus may be a multiple
of the target amount payable, but the maximum amount payable pursuant to that
portion of an Incentive Bonus Award granted under this Plan for any fiscal
year to any Participant that is intended to satisfy the requirements for
"performance based compensation" under Code Section 162(m) shall not exceed
$5,000,000.

  7.2 Performance Criteria. The Committee shall establish the performance
criteria and level of achievement versus these criteria that shall determine
the target and maximum amount payable under an Incentive Bonus Award, which
criteria may be based on financial performance and/or personal performance
evaluations. The Committee may specify the percentage of the target Incentive
Bonus that is intended to satisfy the requirements for "performance-based
compensation" under Code Section 162(m). Notwithstanding anything to the
contrary herein, the performance criteria for any portion of an Incentive
Bonus that is intended by the Committee to satisfy the requirements for
"performance-based compensation" under Code Section 162(m) shall be a measure
based on one or more Qualifying Performance Criteria (as defined in Section
9.2) selected by the Committee and specified at the time the Incentive Bonus
Award is granted. The Committee shall certify the extent to which any
Qualifying Performance Criteria has been satisfied, and the amount payable as
a result thereof, prior to payment of any Incentive Bonus that is intended to
satisfy the requirements for "performance-based compensation" under Code
Section 162(m).

  7.3 Timing and Form of Payment. The Committee shall determine the timing of
payment of any Incentive Bonus. The Committee may provide for or, subject to
such terms and conditions as the Committee may specify, may permit a
Participant to elect for the payment of any Incentive Bonus to be deferred to
a specified date or event.

  7.4 Discretionary Adjustments. Notwithstanding satisfaction of any
performance goals, the amount paid under an Incentive Bonus Award on account
of either financial performance or personal performance evaluations may be
reduced by the Committee on the basis of such further considerations as the
Committee shall determine.

  7.5 Termination of Employment. Subject to Section 11, upon a termination of
employment by a Participant prior to the vesting of or the lapsing of
restrictions on Incentive Bonuses, the Incentive Bonus Awards granted to such
Participant shall be forfeited, unless the Committee in its discretion
determines otherwise.

SECTION 8. INCENTIVE STOCK

  Incentive Stock is an award or issuance of Shares the grant, issuance,
retention, vesting and/or transferability of which is subject during specified
periods of time to such conditions (including continued employment and/or
performance conditions) and terms as the Committee deems appropriate.

  8.1 Incentive Stock Document. Each Incentive Stock Document shall contain
provisions regarding (a) the number of Shares subject to such Award or a
formula for determining such, (b) the performance criteria, if any, and level
of achievement versus these criteria that shall determine the number of Shares
granted, issued,

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retainable and/or vested, (c) the period, if any, as to which performance
shall be measured for determining achievement of performance or, if not
subject to performance criteria, the period of continued employment upon which
vesting of the Shares is subject, which period in any case (except in the
event of death or disability of the Participant or upon a Change of Control)
shall be not less than one year, (d) forfeiture, (e) transferability and
(f) such further terms and conditions not inconsistent with this Plan as may
be determined from time to time by the Committee.

  8.2 Sale Price. Subject to the requirements of applicable law, the Committee
shall determine the price, if any, at which Shares of Incentive Stock shall be
sold or awarded to an Eligible Person, which may vary from time to time and
among Eligible Persons and which may be below the fair market value of such
Shares at the date of grant or issuance.

  8.3 Performance Criteria. The grant, issuance, retention and/or vesting of
each Share of Incentive Stock may but need not be subject to such performance
criteria and level of achievement versus these criteria as the Committee shall
determine, which criteria may be based on financial performance and/or
personal performance evaluations. Notwithstanding anything to the contrary
herein, the performance criteria for any Incentive Stock that is intended to
satisfy the requirements for "performance-based compensation" under Code
Section 162(m) shall be a measure based on one or more Qualifying Performance
Criteria selected by the Committee and specified at the time the Incentive
Stock Award is granted. To the extent necessary to qualify as performance-
based compensation under Code Section 162(m), the Committee shall certify the
extent to which any Qualifying Performance Criteria has been satisfied, and
the amount payable as a result thereof, prior to issuance or vesting, as
applicable, of any Incentive Stock that is intended to satisfy the
requirements for performance-based compensation.

  8.4 Discretionary Adjustments. Notwithstanding satisfaction of any
performance goals, the number of Shares granted, issued, retainable and/or
vested under an Incentive Stock Award on account of either financial
performance or personal performance evaluations may be reduced by the
Committee on the basis of such further considerations as the Committee shall
determine.

  8.5 Termination of Employment. Subject to Section 11, upon a termination of
employment by a Participant prior to the vesting of or the lapsing of
restrictions on Incentive Stock, the unvested Incentive Stock Awards granted
to such Participant shall be forfeited, unless the Committee in its discretion
determines otherwise.

SECTION 9. OTHER PROVISIONS APPLICABLE TO AWARDS

  9.1 Transferability. Unless the agreement or other document evidencing an
Award (or an amendment thereto authorized by the Committee) expressly states
that the Award is transferable as provided hereunder, no Award granted under
this Plan, nor any interest in such Award, may be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred in any manner other
than by will or the laws of descent and distribution. The Committee may grant
an Award or amend an outstanding Award to provide that the Award is
transferable or assignable to a member or members of the Participant's
"immediate family," as such term is defined in Rule 16a-1(e) under the
Exchange Act, or to a trust for the benefit solely of a member or members of
the Participant's immediate family, or to a partnership or other entity whose
only owners are members of the Participant's immediate family, provided that
following any such transfer or assignment the Award will remain subject to
substantially the same terms applicable to the Award while held by the
Participant, as modified as the Committee shall determine appropriate, and the
transferee shall execute an agreement agreeing to be bound by such terms.

  9.2 Qualifying Performance Criteria. For purposes of this Plan, the term
"Qualifying Performance Criteria" shall mean any one or more of the following
performance criteria, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or
subsidiary, either individually, alternatively or in any combination, and
measured over a specified time period, on an absolute basis or relative to a
pre-established target, to previous years' results or to a designated
comparison group, in each

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case as specified by the Committee in the Award: (a) cash flow, (b) earnings
per share, (c) earnings before any one or more of interest, taxes and
amortization, (d) return on equity, (e) total stockholder return, (f) return
on capital, (g) return on assets or net assets, (h) revenue, (i) income or net
income, (j) operating income or net operating income, (k) operating profit or
net operating profit, (l) operating margin or profit margin, (m) return on
operating revenue, (n) market share, (o) overhead or other expense reduction,
or (p) any other similar performance criteria. Prior to the grant of an Award,
the Committee shall determine whether or not it shall appropriately adjust any
evaluation of performance under the applicable Qualifying Performance Criteria
with respect to that Award to exclude any of the following events that occurs
during a performance period: (i) asset write-downs, (ii) litigation or claim
judgments or settlements, (iii) the effect of changes in tax law, accounting
principles or other such laws or provisions affecting reported results, (iv)
accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's annual report
to stockholders for the applicable year.

  9.3 Dividends. Unless otherwise provided by the Committee, no adjustment
shall be made in Shares issuable under Awards on account of cash dividends
that may be paid or other rights that may be issued to the holders of Shares
prior to their issuance under any Award. The Committee shall specify whether
dividends or dividend equivalent amounts shall be paid to any Participant with
respect to the Shares subject to any Award that on the record date for such
dividends have not vested or been issued or that are subject to any
restrictions or conditions.

  9.4 Documents Evidencing Awards. The Committee shall, subject to applicable
law, determine the date an Award is deemed to be granted, which for purposes
of this Plan shall not be affected by the fact that an Award is contingent on
subsequent stockholder approval of this Plan. The Committee or, except to the
extent prohibited under applicable law, its delegate(s) may establish the
terms of agreements or other documents evidencing Awards under this Plan and
may, but need not, require as a condition to any such agreement's or
document's effectiveness that such agreement or document be executed by the
Participant and that such Participant agree to such further terms and
conditions as specified in such agreement or document. The grant of an Award
under this Plan shall not confer any rights upon the Participant holding such
Award other than such terms, and subject to such conditions, as are specified
in this Plan as being applicable to such type of Award (or to all Awards) or
as are expressly set forth in the agreement or other document evidencing such
Award.

  9.5 Tandem Stock or Cash Rights. Either at the time an Award is granted or
by subsequent action, the Committee may, but need not, provide that an Award
shall contain as a term thereof, a right, either in tandem with the other
rights under the Award or as an alternative thereto, of the Participant to
receive, without payment to the Company, a number of Shares, cash or a
combination thereof, the amount of which is determined by reference to the
value of the Award.

  9.6 Financing. The Committee may in its discretion provide financing to a
Participant in a principal amount sufficient to pay the purchase price of any
Award and/or to pay the amount of taxes required by law to be withheld with
respect to any Award. Any such loan shall be subject to all applicable legal
requirements and restrictions pertinent thereto, including without limitation,
Regulation G promulgated by the Federal Reserve Board. Neither the prior
financing of another Participant, nor the grant of an Award to a Participant,
shall obligate the Company or the Committee to provide any financing
whatsoever in connection with such grant.

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SECTION 10. CHANGES IN CAPITAL STRUCTURE

  10.1 Corporate Actions Unimpaired. The existence of outstanding Awards shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations,
exchanges, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
common stock or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the common stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. Further, except as herein expressly provided,
(i) the issuance by the Company of shares of stock of any class (including any
class of securities convertible into shares of stock of any class) for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, (ii) the payment
of a dividend in property other than common stock, or (iii) the occurrence of
any similar transaction, and in any case whether or not for fair value, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number of shares of common stock subject to Awards theretofore granted or
the purchase price per Share, unless the Committee shall determine in its
discretion that an adjustment is necessary.

  10.2 Adjustments Upon Certain Events. If the outstanding shares of common
stock or other securities of the Company, or both, for which the Award is then
exercisable or as to which the Award is to be settled shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, or reorganization, the Committee may,
and if such event occurs after a Change in Control, the Committee shall,
appropriately and equitably adjust the number and kind of shares of common
stock or other securities which are subject to the Plan (including limitations
pursuant to the terms of the Plan) or subject to any Awards theretofore
granted, and the exercise or settlement prices of such Awards, provided,
however, that such adjustment shall be made only to the extent that such will
not affect the status of any Award intended to qualify as an ISO or as
"performance based compensation" under Section 162(m) of the Code. If the
Company recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of an Option
theretofore granted, the Participant shall be entitled to purchase under such
Option, in lieu of the number of shares of common stock as to which such
Option shall then be exercisable, the number and class of shares of stock and
securities to which the Participant would have been entitled pursuant to the
terms of the Fundamental Change if, immediately prior to such Fundamental
Change, the Participant had been the holder of record of the number of Shares
as to which such Option is then exercisable. No fractional interests shall be
issued under this Plan resulting from any adjustments.

SECTION 11. CHANGE OF CONTROL

  11.1 Definitions. Unless the Committee provides otherwise,

  For purposes of the Plan and Awards granted under the Plan, the term "Change
of Control" shall mean:

    (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
  Exchange Act) or group of persons acting in concert (other than the Company
  or any subsidiary thereof or any employee benefit plan of the Company or
  any subsidiary thereof, or any underwriter in connection with a firm
  commitment public offering of the Company's capital stock) becomes the
  "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange
  Act except that a person shall also be deemed the beneficial owner of all
  securities which such person may have a right to acquire, whether or not
  such right is presently exercisable), directly or indirectly, of securities
  of the Company representing thirty percent (30%) or more of the combined
  voting power of the Company's then outstanding securities ordinarily having
  the right to vote in the election of directors ("voting stock");

    (ii) during any period subsequent to the effective date of this Plan, a
  majority of the members of the Board shall not for any reason be the
  individuals who at the beginning of such period constitute the Board

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  or those persons who are nominated as new directors by a majority of the
  current directors or their successors who have been so nominated;

    (iii) there shall be consummated any merger, consolidation (including a
  series of mergers or consolidations), or any sale, lease, exchange or other
  transfer (in one transaction or a series of related transactions) of all,
  or substantially all, of the assets of the Company (meaning assets
  representing fifty percent (50%) or more of the net tangible assets of the
  Company or generating fifty percent (50%) or more of the Company's
  operating cash flow, in each case measured over the Company's last four
  full fiscal quarters), or any other similar business combination or
  transaction, but excluding any business combination or transaction which
  would result in the voting stock of the Company immediately prior thereto
  continuing to represent (either by remaining outstanding or by being
  converted into voting stock of the surviving entity) more than seventy
  percent (70%) of the combined voting power of the voting stock of the
  Company (or such surviving entity) outstanding immediately after giving
  effect to such business combination or transaction;

    (iv) the adoption of any plan or proposal for the liquidation or
  dissolution of the Company;

    (v) the occurrence of any other event that would be required to be
  reported in response to Item 6(e) of Schedule 14A of Regulation 14A of the
  Exchange Act as in effect on the date hereof; or

    (vi) any other event specified by the Committee, regardless of whether at
  the time an Award is granted or thereafter.

  11.2 Effect of Change of Control. The Committee may provide, either at the
time an Award is granted or thereafter, that a Change in Control shall have
such effect as specified by the Committee, or no effect, as the Committee in
its discretion may provide. Without limiting the foregoing, the Committee may
but need not provide, either at the time an Award is granted or thereafter,
that if a Change in Control occurs, then effective as of a date selected by
the Committee, the Committee (which for purposes of the Changes in Control
described in (i), (ii) and (iii) above shall be the Committee as constituted
prior to the occurrence of such Change in Control) acting in its discretion
without the consent or approval of any Participant, may effect one or more of
the following alternatives or combination of alternatives with respect to all
outstanding Awards (which alternatives may be conditional on the occurrence of
such of the Changes in Control specified above and which may vary among
individual Participants):

    (i) in the case of a Change in Control specified in clause (iii) of
  Section 11.1, accelerate the time at which Options then outstanding may
  vest or be exercised in full for a limited period of time on or before a
  specified date (which will permit the Participant to participate with the
  common stock received upon exercise of such Option in the event of a Change
  in Control specified in clause (iii) of Section 11.1) fixed by the
  Committee, after which specified date all unexercised Options and all
  rights of Participants thereunder shall terminate,

    (ii) accelerate the time at which Options then outstanding may be
  exercised so that such Options may be exercised in full for their then
  remaining term,

    (iii) accelerate the vesting of Incentive Stock Awards, or

    (iv) require the mandatory surrender to the Company of outstanding
  Options or unvested Incentive Stock held by such Participant (irrespective
  of whether such Options are then exercisable under the provisions of the
  Plan) as of a date, before or not later than 60 days after such Change in
  Control, specified by the Committee, and in such event the Committee shall
  thereupon cancel such Options and unvested Incentive Stock and the Company
  shall pay to each Participant an amount of cash equal to the excess of the
  fair market value of the aggregate shares subject to such Option over the
  aggregate Option exercise price of such shares or the fair market value of
  the aggregate unvested shares of Incentive Stock, as applicable;

provided, however, the Committee shall not select an alternative (unless
consented to by the Participant) that would result in the Participant's owing
any money by virtue of operation of Section 16(b) of the Exchange Act. If all
such alternatives have such a result, the Committee shall take such action,
which is hereby authorized, to

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<PAGE>

put such Participant in as close to the same position as such Participant
would have been in had the selected alternative been made but without
resulting in any payment by such Participant pursuant to Section 16(b) of the
Exchange Act. Notwithstanding the foregoing, with the consent of the
Participant, the Committee may in lieu of the foregoing make such provision
with respect of any Change in Control as it deems appropriate.


SECTION 12. TAXES

  12.1 Withholding Requirements. The Committee may make such provisions or
impose such conditions as it may deem appropriate for the withholding or
payment by a Participant of any taxes that the Committee determines are
required in connection with any Award granted under this Plan, and a
Participant's rights in any Award are subject to satisfaction of such
conditions.

  12.2 Payment of Withholding Taxes. Notwithstanding the terms of Section
12.1, the Committee may provide in the agreement or other document evidencing
an Award or otherwise that all or any portion of the taxes required to be
withheld by the Company or, if permitted by the Committee, desired to be paid
by the Participant, in connection with the exercise of a Nonqualified Option
or the exercise, vesting, settlement or transfer of any other Award shall be
paid or, at the election of the Participant, may be paid by the Company by
withholding shares of the Company's common stock otherwise issuable or subject
to such Award, or by the Participant delivering previously owned shares of the
Company's common stock, in each case having a fair market value equal to the
amount required or elected to be withheld or paid. Any such election is
subject to such conditions or procedures as may be established by the
Committee and may be subject to disapproval by the Committee.

SECTION 13. AMENDMENTS OR TERMINATION

  (a) The Board may amend, alter or discontinue this Plan or any agreement or
other document evidencing an Award made under this Plan but, except as
provided pursuant to the anti-dilution adjustment provisions of Section 10.2,
no such amendment shall, without the approval of the stockholders of the
Company:

    (i) increase the maximum number of shares of common stock of the Company
  for which Awards may be granted under this Plan;

    (ii) increase the Awards that may be granted under this Plan during any
  calendar year to any one Eligible Person;

    (iii) reduce the price at which Options may be granted below the price
  provided for in Section 6.2;

    (iv) reduce the exercise price of outstanding Options;

    (v) extend the term of this Plan;

    (vi) change the class of persons eligible to be Participants; or

    (vii) increase the number of shares that are eligible for non-Option
  Awards.

  (b) The Board or Committee may amend, alter or discontinue this Plan or any
agreement or other document evidencing an Award made under this Plan but,
except as provided pursuant to the anti-dilution adjustment provisions of
Section 10.2, no such amendment shall impair the rights of any Participant
under an Award, without the consent of the Participant, provided however, that
no such consent shall be required if the Board or the Committee determines in
its discretion and prior to the date of any Change in Control that such
amendment or alteration is not reasonably likely to diminish the benefits
thereunder or that any diminution has been adequately compensated for.

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SECTION 14. COMPLIANCE WITH OTHER LAWS AND REGULATIONS

  This Plan, the grant and exercise of Awards thereunder, and the obligation
of the Company to sell, issue or deliver Shares under any Awards, shall be
subject to all applicable federal, state and foreign laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required. The Company shall not be required to register in a
Participant's name or deliver any Shares prior to the completion of any
registration or qualification of such Shares under any federal, state or
foreign law or any ruling or regulation of any government body which the
Committee shall determine to be necessary or advisable. This Plan is intended
to constitute an unfunded arrangement for a select group of management or
other key employees and directors.

  No Option shall be exercisable unless a registration statement with respect
to the Option is effective or the Company has determined that such
registration is unnecessary. Unless the Awards and Shares covered by this Plan
have been registered under the Securities Act of 1933, as amended, or the
Company has determined that such registration is unnecessary, each person
receiving an Award and/or Shares pursuant to any Award may be required by the
Company to give a representation in writing that such person is acquiring such
Shares for his or her own account for investment and not with a view to, or
for sale in connection with, the distribution of any part thereof.

SECTION 15. NO RIGHT TO COMPANY EMPLOYMENT

  Nothing in this Plan or as a result of any Award granted pursuant to this
Plan shall confer on any individual any right to continue in the employ of the
Company or its affiliates or interfere in any way with the right of the
Company or its affiliates to terminate an individual's employment at any time.
The agreements or other documents evidencing Awards may contain such
provisions as the Committee may approve with reference to the effect of
approved leaves of absence.

SECTION 16. LIABILITY OF COMPANY

  The Company and any affiliate of the Company which is in existence or
hereafter comes into existence shall not be liable to a Participant, an
Eligible Person or other persons as to:

    (a) the non-issuance or sale of Shares as to which the Company has been
  unable to obtain from any government or regulatory body having jurisdiction
  the authority deemed by the Company's counsel to be necessary to the lawful
  issuance and sale of any Shares hereunder; and

    (b) any tax consequence expected, but not realized, by any Participant,
  Eligible Person or other person due to the receipt, exercise or settlement
  of any Option or other Award granted hereunder.

SECTION 17. EFFECTIVENESS AND EXPIRATION OF PLAN

  This Plan shall be effective on the date the Company's stockholders adopt
this Plan; provided that if such approval by the stockholders of the Company
is not forthcoming, all Awards previously granted under this Plan shall be
void. No Awards shall be granted pursuant to this Plan more than 10 years
after the effective date of this Plan.

SECTION 18. NON-EXCLUSIVITY OF PLAN

  Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without limitation, the granting of restricted stock or stock options
otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

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SECTION 19. GOVERNING LAW

  This Plan and any agreements or other documents hereunder shall be
interpreted and construed in accordance with the laws of the State of Delaware
and applicable federal law. The Committee may provide that any dispute as to
any Award shall be presented and determined in such forum as the Committee may
specify, including through binding arbitration. Any reference in this Plan or
in the agreement or other document evidencing any Award to a provision of law
or to a rule or regulation shall be deemed to include any successor law, rule
or regulation of similar effect or applicability.

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