<PAGE>

                                                                    EXHIBIT 10.2

                              SMARTAGE.COM CORP.

                      2000 OMNIBUS EQUITY INCENTIVE PLAN



                   (Adopted by the Board on March __, 2000)
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

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                                                           Page
                                                           ----
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SECTION 1. ESTABLISHMENT AND PURPOSE.......................  1

SECTION 2. DEFINITIONS.....................................  1
   (a)   "Affiliate".......................................  1
   (b)   "Award"...........................................  1
   (c)   "Board of Directors"..............................  1
   (d)   "Change in Control"...............................  1
   (e)   "Code"............................................  2
   (f)   "Committee".......................................  2
   (g)   "Company".........................................  2
   (h)   "Consultant"......................................  2
   (i)   "Employee"........................................  2
   (j)   "Exchange Act"....................................  2
   (k)   "Exercise Price"..................................  2
   (l)   "Fair Market Value"...............................  2
   (m)   "ISO".............................................  3
   (n)   "Nonstatutory Option".............................  3
   (o)   "Offeree".........................................  3
   (p)   "Option"..........................................  3
   (q)   "Optionee"........................................  3
   (r)   "Outside Director"................................  3
   (s)   "Parent"..........................................  3
   (t)   "Participant".....................................  3
   (u)   "Plan"............................................  3
   (v)   "Purchase Price"..................................  3
   (w)   "Restricted Share"................................  3
   (x)   "Restricted Share Agreement ".....................  3
   (y)   "SAR".............................................  3
   (z)   "SAR Agreement"...................................  3
   (aa)  "Service".........................................  3
   (bb)  "Share"...........................................  4
   (cc)  "Stock"...........................................  4
   (dd)  "Stock Option Agreement"..........................  4
   (ee)  "Stock Purchase Agreement"........................  4
   (ff)  "Stock Unit"......................................  4
   (gg)  "Stock Unit Agreement"............................  4
   (hh)  "Subsidiary"......................................  4
   (ii)  "Total and Permanent Disability"..................  4

SECTION 3. ADMINISTRATION..................................  4
   (a)   Committee Procedures..............................  4
   (b)   Committee Responsibilities........................  4
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SECTION 4. ELIGIBILITY..................................................   6
   (a)   General Rule...................................................   6
   (b)   Outside Directors..............................................   6
   (c)   Limitation On Grants...........................................   6
   (d)   Ten-Percent Stockholders.......................................   6
   (e)   Attribution Rules..............................................   7
   (f)   Outstanding Stock..............................................   7

SECTION 5. STOCK SUBJECT TO PLAN........................................   7
   (a)   Basic Limitation...............................................   7
   (b)   Annual Increase in Shares......................................   7
   (c)   Additional Shares..............................................   7
   (d)   Dividend Equivalents...........................................   7

SECTION 6. RESTRICTED SHARES............................................   8
   (a)   Restricted Stock Agreement.....................................   8
   (b)   Payment for Awards.............................................   8
   (c)   Vesting........................................................   8
   (d)   Voting and Dividend Rights.....................................   8

SECTION 7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES................   8
   (a)   Duration of Offers and Nontransferability of Rights............   8
   (b)   Purchase Price.................................................   9
   (c)   Withholding Taxes..............................................   9
   (d)   Restrictions on Transfer of Shares.............................   9

SECTION 8. TERMS AND CONDITIONS OF OPTIONS..............................   9
   (a)   Stock Option Agreement.........................................   9
   (b)   Number of Shares...............................................   9
   (c)   Exercise Price.................................................   9
   (d)   Withholding Taxes..............................................   9
   (e)   Exercisability and Term........................................   9
   (f)   Nontransferability.............................................  10
   (g)   Exercise of Options Upon Termination of Service................  10
   (h)   Effect of Change in Control....................................  10
   (i)   Leaves of Absence..............................................  10
   (j)   No Rights as a Stockholder.....................................  11
   (k)   Modification, Extension and Renewal of Options.................  11
   (l)   Restrictions on Transfer of Shares.............................  11
   (m)   Buyout Provisions..............................................  11

SECTION 9. PAYMENT FOR SHARES...........................................  11
   (a)   General Rule...................................................  11
   (b)   Surrender of Stock.............................................  11
   (c)   Services Rendered..............................................  11
   (d)   Cashless Exercise..............................................  12
   (e)   Exercise/Pledge................................................  12
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   (f)   Promissory Note.................................................   12
   (g)   Other Forms of Payment..........................................   12

SECTION 10. STOCK APPRECIATION RIGHTS....................................   12
   (a)   SAR Agreement...................................................   12
   (b)   Number of Shares................................................   12
   (c)   Exercise Price..................................................   12
   (d)   Exercisability and Term.........................................   12
   (e)   Effect of Change in Control.....................................   13
   (f)   Exercise of SARs................................................   13
   (g)   Modification or Assumption of SARs..............................   13

SECTION 11. STOCK UNITS..................................................   13
   (a)   Stock Unit Agreement............................................   13
   (b)   Payment for Awards..............................................   13
   (c)   Vesting Conditions..............................................   14
   (d)   Voting and Dividend Rights......................................   14
   (e)   Form and Time of Settlement of Stock Units......................   14
   (f)   Death of Recipient..............................................   14
   (g)   Creditors' Rights...............................................   15

SECTION 12. PROTECTION AGAINST DILUTION..................................   15
   (a)   Adjustments.....................................................   15
   (b)   Dissolution or Liquidation......................................   15
   (c)   Reorganizations.................................................   15

SECTION 13. DEFERRAL OF AWARDS...........................................   16

SECTION 14. AWARDS UNDER OTHER PLANS.....................................   16

SECTION 15. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.....................   16
   (a)   Effective Date..................................................   16
   (b)   Elections to Receive NSOs, Restricted Shares or Stock Units.....   17
   (c)   Number and Terms of NSOs, Restricted Shares or Stock Units......   17

SECTION 16. ADJUSTMENT OF SHARES.........................................   17
   (a)   General.........................................................   17
   (b)   Reorganizations.................................................   17
   (c)   Reservation of Rights...........................................   17

SECTION 17. LEGAL AND REGULATORY REQUIREMENTS............................   18

SECTION 18. WITHHOLDING TAXES............................................   18
   (a)   General.........................................................   18
   (b)   Share Withholding...............................................   18

SECTION 19. LIMITATION ON PARACHUTE PAYMENTS.............................   18
   (a)   Scope of Limitation.............................................   18
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   (b)   Supersedes Other Provisions.....................................   18

SECTION 20. NO EMPLOYMENT RIGHTS.........................................   18

SECTION 21. DURATION AND AMENDMENTS......................................   19
   (a)   Term of the Plan................................................   19
   (b)   Right to Amend or Terminate the Plan............................   19
   (c)   Effect of Amendment or Termination..............................   19

SECTION 22. EXECUTION....................................................   19
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<PAGE>

                               SMARTAGE.COM CORP.
                               ------------------

                       2000 Omnibus Equity Incentive Plan
                       ----------------------------------

                    (Adopted by the Board on March 6, 2000)

SECTION 1.   ESTABLISHMENT AND PURPOSE.
--------------------------------------

         The Plan was adopted by the Board of Directors effective March 6, 2000.
The purpose of the Plan is to promote the long-term success of the Company and
the creation of stockholder value by (a) encouraging Employees, Outside
Directors and Consultants to focus on critical long-range objectives, (b)
encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside
Directors and Consultants directly to stockholder interests through increased
stock ownership. The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares, Stock Units, Options (which may constitute
incentive stock options or nonstatutory stock options) or stock appreciation
rights.

SECTION 2.   DEFINITIONS.
------------------------

     (a)  "Affiliate" shall mean any entity other than a Subsidiary, if the
           ---------
Company and/or one of more Subsidiaries own not less than fifty percent (50%) of
such entity.

     (b)  "Award" shall mean any award of an Option, a SAR, a Restricted Share
           -----
or a Stock Unit under the Plan.

     (c)  "Board of Directors" shall mean the Board of Directors of the Company,
           ------------------
as constituted from time to time.

     (d)  "Change in Control" shall mean the occurrence of either of the
           -----------------
following events:

          (i)  A change in the composition of the Board of Directors, as a
     result of which fewer than one-half of the incumbent directors are
     directors who either:

               (A)  Had been directors of the Company twenty-four (24) months
          prior to such change; or

               (B)  Were elected, or nominated for election, to the Board of
          Directors with the affirmative votes of at least a majority of the
          directors who had been directors of the Company twenty-four (24)
          months prior to such change and who were still in office at the time
          of the election or nomination; or

          (ii) Any "person" (as such term is used in sections 13(d) and 14(d) of
     the Exchange Act) who, by the acquisition or aggregation of securities, is
     or becomes the beneficial owner, directly or indirectly, of securities of
     the Company representing fifty percent (50%) or more of the combined
     voting power of the Company's then outstanding securities ordinarily (and
     apart from rights accruing under special circumstances) having

                                      -1-
<PAGE>

     the right to vote at elections of directors (the "Base Capital Stock");
     except that any change in the relative beneficial ownership of the
     Company's securities by any person resulting solely from a reduction in the
     aggregate number of outstanding shares of Base Capital Stock, and any
     decrease thereafter in such person's ownership of securities, shall be
     disregarded until such person increases in any manner, directly or
     indirectly, such person's beneficial ownership of any securities of the
     Company. For purposes of this Subsection (ii), the term "person" shall not
     include an employee benefit plan maintained by the Company.

     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
           ----

     (f)  "Committee" shall mean the committee designated by the Board of
           ---------
Directors, which is authorized to administer the Plan under Section 3 hereof.
The Committee shall have membership composition which enables the Options or
other rights granted under the Plan to qualify for exemption under Rule 16b-3
with respect to persons who are subject to Section 16 of the Exchange Act.

     (g)  "Company" shall mean SmartAge.com Corp., a Delaware corporation.
           -------

     (h)  "Consultant" shall mean a consultant or advisor who provides bona fide
           ----------
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in the second sentence of
Section 4(a) and Section 4(b).

     (i)  "Employee" shall mean (i) any individual who is a common-law employee
           --------
of the Company or of a Subsidiary, (ii) a member of the Board of Directors,
including (without limitation) an Outside Director, or an affiliate of member of
the Board of Directors and (iii) a member of the board of directors of a
Subsidiary; or (iv) an independent contractor or advisor who performs services
for the Company or a Subsidiary. Service as a member of the Board of Directors,
a member of the board of directors of a Subsidiary or as an independent
contractor or advisor shall be considered employment for all purposes of the
Plan except the second sentence of Section 4(a) and Section 4(b).

     (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
amended.

     (k)  "Exercise Price" shall mean, in the case of an Option, the amount for
           --------------
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement. "Exercise Price," in the
case of a SAR, shall mean an amount, as specified in the applicable SAR
Agreement, which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.

     (l)  "Fair Market Value" shall mean (i) the closing price of a Share on the
           -----------------
principal exchange which the Shares are trading, on the date on which the Fair
Market Value is determined (if Fair Market Value is determined on a date which
the principal exchange is closed, Fair Market Value shall be determined on the
last immediately preceding trading day), or (ii) if the Shares are not traded on
an exchange but are quoted on the Nasdaq National Market or a successor
quotation system, the closing price on the date on which the Fair Market Value
is determined, or (iii) if the Shares are not traded on an exchange or quoted on
the Nasdaq National

                                      -2-
<PAGE>

Market or a successor quotation system, the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

     (m)  "ISO" shall mean an employee incentive stock option described in Code
           ---
section 422.

     (n)  "Nonstatutory Option" shall mean an employee stock option that is not
           -------------------
an ISO.

     (o)  "Offeree" shall mean an individual to whom the Committee has offered
           -------
the right to acquire Shares under the Plan (other than upon exercise of an
Option).

     (p)  "Option" shall mean an ISO or Nonstatutory Option granted under the
           ------
Plan and entitling the holder to purchase Shares.

     (q)  "Optionee" shall mean an individual or estate who holds an Option or
           --------
SAR.

     (r)  "Outside Director" shall mean a member of the Board of Directors who
           ----------------
is not a common-law employee of the Company or of a Subsidiary. Service as an
Outside Director shall be considered employment for all purposes of the Plan,
except as provided in the second sentence of Section 4(a).

     (s)  "Parent" shall mean any corporation (other than the Company) in an
           ------
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be a parent commencing as
of such date.

     (t)  "Participant" shall mean an individual or estate who holds an Award.
           -----------

     (u)  "Plan" shall mean this 2000 Omnibus Equity Incentive Plan of
           ----
SmartAge.com Corp., as amended from time to time.

     (v)  "Purchase Price" shall mean the consideration for which one Share may
           --------------
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee.

     (w)  "Restricted Share" shall mean a Common Share awarded under the Plan.
           ----------------

     (x)  "Restricted Share Agreement" shall mean the agreement between the
           --------------------------
Company and the recipient of a Restricted Share which contains the terms,
conditions and restrictions pertaining to such Restricted Shares.

     (y)  "SAR" shall mean a stock appreciation right granted under the Plan.
           ---

     (z)  "SAR Agreement" shall mean the agreement between the Company and an
           -------------
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     (aa) "Service" shall mean service as an Employee.
           -------

                                      -3-
<PAGE>

     (bb) "Share" shall mean one share of Stock, as adjusted in accordance with
           -----
Section 9 (if applicable).

     (cc) "Stock" shall mean the Common Stock of the Company.
           -----

     (dd) "Stock Option Agreement" shall mean the agreement between the Company
           ----------------------
and an Optionee which contains the terms, conditions and restrictions pertaining
to his Option.

     (ee) "Stock Purchase Agreement" shall mean the agreement between the
           ------------------------
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (ff) "Stock Unit" shall mean a bookkeeping entry representing the
           ----------
equivalent of one Common Share, as awarded under the Plan.

     (gg) "Stock Unit Agreement" shall mean the agreement between the Company
           --------------------
and the recipient of a Stock Unit which contains the terms, conditions and
restrictions pertaining to such Stock Unit.

     (hh) "Subsidiary" shall mean any corporation, if the Company and/or one or
           ----------
more other Subsidiaries own not less than fifty percent (50%) of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

     (ii) "Total and Permanent Disability" shall mean that the Optionee is
           ------------------------------
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than twelve (12) months.

SECTION 3.   ADMINISTRATION.
---------------------------

     (a)  Committee Procedures. The Plan shall be administered by the Committee.
          --------------------
The Committee shall consist exclusively of two or more directors of the Company,
who shall be appointed by the Board of Directors. The Board of Directors shall
designate one of the members of the Committee as chairman. The Committee may
hold meetings at such times and places as it shall determine. The acts of a
majority of the Committee members present at meetings at which a quorum exists,
or acts reduced to or approved in writing by all Committee members, shall be
valid acts of the Committee.

     (b)  Committee Responsibilities.  Subject to the provisions of the Plan,
          --------------------------
the Committee shall have full authority and discretion to take the following
actions:

          (i)    To interpret the Plan and to apply its provisions;

          (ii)   To adopt, amend or rescind rules, procedures and forms relating
     to the Plan;

                                      -4-
<PAGE>

          (iii)  To authorize any person to execute, on behalf of the Company,
     any instrument required to carry out the purposes of the Plan;

          (iv)   To determine when Shares are to be awarded or offered for sale
     and when Options are to be granted under the Plan;

          (v)    To select the Offerees and Optionees;

          (vi)   To determine the number of Shares to be offered to each Offeree
     or to be made subject to each Option;

          (vii)  To prescribe the terms and conditions of each award or sale of
     Shares, including (without limitation) the Purchase Price, the vesting of
     the award (including accelerating the vesting of awards) and to specify the
     provisions of the Stock Purchase Agreement relating to such award or sale;

          (viii) To prescribe the terms and conditions of each Option, including
     (without limitation) the Exercise Price, the vesting or duration of the
     Option (including accelerating the vesting of the Option), to determine
     whether such Option is to be classified as an ISO or as a Nonstatutory
     Option, and to specify the provisions of the Stock Option Agreement
     relating to such Option;

          (ix)   To amend any outstanding Stock Purchase Agreement or Stock
     Option Agreement, subject to applicable legal restrictions and to the
     consent of the Offeree or Optionee who entered into such agreement;

          (x)    To prescribe the consideration for the grant of each Option or
     other right under the Plan and to determine the sufficiency of such
     consideration;

          (xi)   To determine the disposition of each Option or other right
     under the Plan in the event of an Optionee's or Offeree's divorce or
     dissolution of marriage;

          (xii)  To determine whether Options or other rights under the Plan
     will be granted in replacement of other grants under an incentive or other
     compensation plan of an acquired business;

          (xiii) To correct any defect, supply any omission, or reconcile any
     inconsistency in the Plan, any Stock Option Agreement or any Stock Purchase
     Agreement; and

          (xiv)  To take any other actions deemed necessary or advisable for the
     administration of the Plan.

Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority with regard to the
selection for participation of or the granting of Options or other rights under
the Plan to persons subject to Section 16 of the Exchange Act. All decisions,
interpretations and other actions of the Committee shall be final and binding on
all Offerees, all

                                      -5-
<PAGE>

Optionees, and all persons deriving their rights from an Offeree or Optionee. No
member of the Committee shall be liable for any action that he has taken or has
failed to take in good faith with respect to the Plan, any Option, or any right
to acquire Shares under the Plan.

SECTION 4.   ELIGIBILITY.
------------------------

     (a)  General Rule.  Only Employees shall be eligible for the grant of
          ------------
Restricted Shares, Stock Units, NSOs or SARs. In addition, only individuals who
are employed as common-law employees by the Company, a Parent or a Subsidiary
shall be eligible for the grant of ISOs. In addition, an Employee who owns more
than ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company or any of its Parents or Subsidiaries shall not
be eligible for the grant of an ISO unless the requirements set forth in section
422(c)(6) of the Code are satisfied.

     (b)  Outside Directors.  Any other provision of the Plan notwithstanding,
          -----------------
the participation of Outside Directors in the Plan shall be subject to the
following restrictions:

          (i)    Outside Directors shall only be eligible for the grant of
     Restricted Shares, Stock Units, Nonstatutory Options and SARs.

          (ii)   Each Outside Director shall automatically be granted a
     Nonstatutory Option to purchase up to 250 Shares (subject to adjustment
     under Section 16) as a result of their appointment as an Outside Director
     on, if after, the effectiveness of the Company's initial public offering of
     the Stocks. In addition, upon the conclusion of each regular annual meeting
     of the Company's stockholders occurring after 1999 and following the
     meeting at which they were appointed, each Outside Director who will
     continue serving as a member of the Board thereafter shall receive a
     Nonstatutory Option to purchase up to 10,000 Shares (subject to adjustment
     under Section 16). All such Nonstatutory Options shall vest and become
     exercisable at the date of grant;

          (iii)  The Exercise Price of all Nonstatutory Options granted to an
     Outside Director under this Section 4(b) shall be equal to one hundred
     percent (100%) of the Fair Market Value of a Share on the date of grant,
     payable in one of the forms described in Section 9(a), (b) and (d).

          (iv)   All Nonstatutory Options granted to an Outside Director under
     this Section 4(b) shall terminate on the earliest of (A) the tenth (10th)
     anniversary of the date of grant of such Options or (B) the date twelve
     (12) months after the termination of such Outside Director's service for
     any reason.

     (c)  Limitation On Grants. No Employee shall be granted Options to purchase
          --------------------
more than eight hundred thousand (800,000) Shares in any fiscal year of the
Company.

     (d)  Ten-Percent Stockholders.  An Employee who owns more than ten percent
          ------------------------
(10%) of the total combined voting power of all classes of outstanding stock of
the Company or any of its Subsidiaries shall not be eligible for the grant of an
ISO unless such grant satisfies the requirements of Code section 422(c)(6).

                                      -6-
<PAGE>

     (e)  Attribution Rules.  For purposes of Subsection (d) above, in
          -----------------
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries.

     (f)  Outstanding Stock. For purposes of Subsection (d) above, "outstanding
          -----------------
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.

SECTION 5.   STOCK SUBJECT TO PLAN.
----------------------------------

     (a)  Basic Limitation.  Shares offered under the Plan shall be authorized
          ----------------
but unissued Shares or treasury Shares. The maximum aggregate number of Options,
SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed
(a) eight hundred thousand (800,000) Shares, plus the additional Common Shares
described in Sections (b) and (c). The limitation of this Section 5(a) shall be
subject to adjustment pursuant to Section 12.

     (b)  Annual Increase in Shares.  As of January 1 of each year, commencing
          -------------------------
with the year 2001, the aggregate number of Options, SARs, Stock Units and
Restricted Shares that may be awarded under the Plan shall automatically
increase by a number equal to the lesser of (i) two million (2,000,000) shares,
(ii) 5% of the outstanding shares on such date or (iii) a lesser amount
determined by the Board. The aggregate number of Shares which may be issued
under the Plan shall at all times be subject to adjustment pursuant to Section
16. The number of Shares which are subject to Options or other rights
outstanding at any time under the Plan shall not exceed the number of Shares
which then remain available for issuance under the Plan. The Company, during the
term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.

     (c)  Additional Shares.  If Restricted Shares or Common Shares issued upon
          -----------------
the exercise of Options are forfeited, then such Common Shares shall again
become available for Awards under the Plan. If Stock Units, Options or SARs are
forfeited or terminate for any other reason before being exercised, then the
corresponding Common Shares shall again become available for Awards under the
Plan. If Stock Units are settled, then only the number of Common Shares (if any)
actually issued in settlement of such Stock Units shall reduce the number
available under Section 5(a) and the balance shall again become available for
Awards under the Plan. If SARs are exercised, then only the number of Common
Shares (if any) actually issued in settlement of such SARs shall reduce the
number available in Section 5(a) and the balance shall again become available
for Awards under the Plan. The foregoing notwithstanding, the aggregate number
of Common Shares that may be issued under the Plan upon the exercise of ISOs
shall not be increased when Restricted Shares or other Common Shares are
forfeited.

     (d)  Dividend Equivalents.  Any dividend equivalents paid or credited under
          --------------------
the Plan shall not be applied against the number of Restricted Shares, Stock
Units, Options or SARs available for Awards, whether or not such dividend
equivalents are converted into Stock Units.

                                      -7-
<PAGE>

SECTION 6.   RESTRICTED SHARES
------------------------------

     (a)  Restricted Stock Agreement.  Each grant of Restricted Shares under the
          --------------------------
Plan shall be evidenced by a Restricted Stock Agreement between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into
under the Plan need not be identical.

     (b)  Payment for Awards. Subject to the following sentence, Restricted
          ------------------
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past services and future services. To the extent
that an Award consists of newly issued Restricted Shares, the Award recipient
shall furnish consideration with a value not less than the par value of such
Restricted Shares in the form of cash, cash equivalents, or past services
rendered to the Company (or a Parent or Subsidiary), as the Committee may
determine.

     (c)  Vesting.  Each Award of Restricted Shares may or may not be subject to
          -------
vesting. Vesting shall occur, in full or in installments, upon satisfaction of
the conditions specified in the Restricted Stock Agreement. The Committee may
include among such conditions the requirement that the performance of the
Company or a business unit of the Company for a specified period of one or more
years equal or exceed a target determined in advance by the Committee. Such
performance shall be determined by the Company's independent auditors. Such
target shall be based on one or more of the criteria set forth in Appendix A.
The Committee shall determine such target not later than the 90/th/ day of such
period. In no event shall the number of Restricted Shares which are subject to
performance based vesting conditions exceed 800,000, subject to adjustment in
accordance with Section 16. A Restricted Stock Agreement may provide for
accelerated vesting in the event of the Participant's death, disability or
retirement or other events. The Committee may determine, at the time of granting
Restricted Shares of thereafter, that all or part of such Restricted Shares
shall become vested in the event that a Change in Control occurs with respect to
the Company.

     (d)  Voting and Dividend Rights. The holders of Restricted Shares awarded
          --------------------------
under the Plan shall have the same voting, dividend and other rights as the
Company's other stockholders. A Restricted Stock Agreement, however, may require
that the holders of Restricted Shares invest any cash dividends received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same conditions and restrictions as the Award with respect to which the
dividends were paid.

SECTION 7.   OTHER TERMS AND CONDITIONS OF AWARDS OR SALES.
----------------------------------------------------------

     (a)  Duration of Offers and Nontransferability of Rights.  Any right to
          ---------------------------------------------------
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within thirty (30) days after the grant of such
right was communicated to him by the Committee. Such right shall not be
transferable and shall be exercisable only by the Offeree to whom such right was
granted.

                                      -8-
<PAGE>

     (b)  Purchase Price.  The Purchase Price shall be determined by the
          --------------
Committee at its sole discretion. The Purchase Price shall be payable in one of
the forms described in Sections 9(a), (b) or (c).

     (c)  Withholding Taxes.  As a condition to the purchase of Shares, the
          -----------------
Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.

     (d)  Restrictions on Transfer of Shares.  Any Shares awarded or sold under
          ----------------------------------
the Plan shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTION 8.   TERMS AND CONDITIONS OF OPTIONS.
--------------------------------------------

     (a)  Stock Option Agreement. Each grant of an Option under the Plan shall
          ----------------------
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The Stock Option Agreement shall specify whether the Option is
an ISO or an NSO. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical. Options may be granted in
consideration of a reduction in the Optionee's other compensation. A Stock
Option Agreement may provide that a new Option will be granted automatically to
the Optionee when he or she exercises a prior Option and pays the Exercise Price
in a form described in Section 9.

     (b)  Number of Shares. Each Stock Option Agreement shall specify the number
          ----------------
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 16. Options granted to an Optionee in a
single fiscal year of the Company shall not cover more than 800,000 Shares.

     (c)  Exercise Price. Each Stock Option Agreement shall specify the Exercise
          --------------
Price. The Exercise Price of an ISO shall not be less than 100 percent (100%) of
the Fair Market Value of a Share on the date of grant, except as otherwise
provided in Section 4(d). Subject to the foregoing in this Section 8(c), the
Exercise Price under any Option shall be determined by the Committee at its sole
discretion. The Exercise Price shall be payable in one of the forms described in
Section 9.

     (d)  Withholding Taxes.  As a condition to the exercise of an Option, the
          -----------------
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option.

     (e)  Exercisability and Term. Each Stock Option Agreement shall specify the
          -----------------------
date when all or any installment of the Option is to become exercisable. The
Stock Option

                                      -9-
<PAGE>

Agreement shall also specify the term of the Option; provided that the term of
an ISO shall in no event exceed ten (10) years from the date of grant (five (5)
years for Employees described in Section 4(d)). A Stock Option Agreement may
provide for accelerated exercisability in the event of the Optionee's death,
disability, or retirement or other events and may provide for expiration prior
to the end of its term in the event of the termination of the Optionee's
service. Options may be awarded in combination with SARs, and such an Award may
provide that the Options will not be exercisable unless the related SARs are
forfeited. Subject to the foregoing in this Section 8(e), the Committee at its
sole discretion shall determine when all or any installment of an Option is to
become exercisable and when an Option is to expire.

     (f)  Nontransferability. During an Optionee's lifetime, his Option(s) shall
          ------------------
be exercisable only by him and shall not be transferable. In the event of an
Optionee's death, his Option(s) shall not be transferable other than by will or
by the laws of descent and distribution.

     (g)  Exercise of Options Upon Termination of Service.  Each Stock Option
          -----------------------------------------------
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's Service with the
Company and its Subsidiaries, and the right to exercise the Option of any
executors or administrators of the Optionee's estate or any person who has
acquired such Option(s) directly from the Optionee by bequest or inheritance.
Such provisions shall be determined in the sole discretion of the Committee,
need not be uniform among all Options issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of Service.

     (h)  Effect of Change in Control. The Committee may determine, at the time
          ---------------------------
of granting an Option or thereafter, that such Option shall become exercisable
as to all or part of the Shares subject to such Option in the event that a
Change in Control occurs with respect to the Company, subject to the following
limitations:

          (i)  In the case of an ISO, the acceleration of exercisability shall
     not occur without the Optionee's written consent.

          (ii) If the Company and the other party to the transaction
     constituting a Change in Control agree that such transaction is to be
     treated as a "pooling of interests" for financial reporting purposes, and
     if such transaction in fact is so treated, then the acceleration of
     exercisability shall not occur to the extent that the Company's independent
     accountants and such other party's independent accountants separately
     determine in good faith that such acceleration would preclude the use of
     "pooling of interests" accounting.

     (i)  Leaves of Absence.  An Employee's Service shall cease when such
          -----------------
Employee ceases to be actively employed by, or a consultant or adviser to, the
Company (or any subsidiary) as determined in the sole discretion of the Board of
Directors. For purposes of Options, Service does not terminate when an Employee
goes on a bona fide leave of absence, that was approved by the Company in
writing, if the terms of the leave provide for continued service crediting, or
when continued service crediting is required by applicable law. However, for
purposes of determining whether an Option is entitled to ISO status, an
Employee's Service will be treated as terminating ninety (90) days after such
Employee went on leave, unless such Employee's right to

                                      -10-
<PAGE>

return to active work is guaranteed by law or by a contract. Service terminates
in any event when the approved leave ends, unless such Employee immediately
returns to active work. The Company determines which leaves count toward
Service, and when Service terminates for all purposes under the Plan.

     (j)  No Rights as a Stockholder. An Optionee, or a transferee of an
          --------------------------
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustments shall be made, except as provided in Section 9.

     (k)  Modification, Extension and Renewal of Options. Within the limitations
          ----------------------------------------------
of the Plan, the Committee may modify, extend or renew outstanding options or
may accept the cancellation of outstanding options (to the extent not previously
exercised), whether or not granted hereunder, in return for the grant of new
Options for the same or a different number of Shares and at the same or a
different exercise price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair his rights or increase
his obligations under such Option.

     (l)  Restrictions on Transfer of Shares. Any Shares issued upon exercise of
          ----------------------------------
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

     (m)  Buyout Provisions. The Committee may at any time (a) offer to buy out
          -----------------
for a payment in cash or cash equivalents an Option previously granted or (b)
authorize an Optionee to elect to cash out an Option previously granted, in
either case at such time and based upon such terms and conditions as the
Committee shall establish.

SECTION 9. PAYMENT FOR SHARES.
-----------------------------

     (a)  General Rule. The entire Exercise Price of Shares issued under the
          ------------
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b)
through (g) below.

     (b)  Surrender of Stock. To the extent that a Stock Option Agreement so
          ------------------
provides, payment may be made all or in part by surrendering, or attesting to
the ownership of, Shares which have already been owned by the Optionee or his
representative for more than twelve (12) months. Such Shares shall be valued at
their Fair Market Value on the date when the new Shares are purchased under the
Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in
payment of the Exercise Price if such action would cause the Company to
recognize compensation expense (or additional compensation expense) with respect
to the Option for financial reporting purposes.

     (c)  Services Rendered. At the discretion of the Committee, Shares may be
          -----------------
awarded under the Plan in consideration of services rendered to the Company or a
Subsidiary prior to the award. If Shares are awarded without the payment of a
Purchase Price in cash, the Committee

                                      -11-
<PAGE>

shall make a determination (at the time of the award) of the value of the
services rendered by the Offeree and the sufficiency of the consideration to
meet the requirements of Section 6(c).

     (d)  Cashless Exercise. To the extent that a Stock Option Agreement so
          -----------------
provides, payment may be made all or in part by delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment
of the aggregate Exercise Price.

     (e)  Exercise/Pledge. To the extent that a Stock Option Agreement so
          ---------------
provides, payment may be made all or in part by delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker or lender
to pledge Shares, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of the aggregate Exercise Price.

     (f)  Promissory Note. To the extent that a Stock Option Agreement so
          ---------------
provides, payment may be made all or in part by delivering (on a form prescribed
by the Company) a full-recourse promissory note. However, the par value of the
Common Shares being purchased under the Plan, if newly issued, shall be paid in
cash or cash equivalents.

     (g)  Other Forms of Payment. To the extent that a Stock Option Agreement so
          ----------------------
provides, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

SECTION 10. STOCK APPRECIATION RIGHTS.
-------------------------------------

     (a)  SAR Agreement. Each grant of a SAR under the Plan shall be evidenced
          -------------
by a SAR Agreement between the Optionee and the Company. Such SAR shall be
subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be
granted in consideration of a reduction in the Optionee's other compensation.

     (b)  Number of Shares. Each SAR Agreement shall specify the number of
          ----------------
Common Shares to which the SAR pertains and shall provide for the adjustment of
such number in accordance with Section 12. SARs granted to any Optionee in a
single calendar year shall in no event pertain to more than 800,000 Common
Shares. The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Section 12.

     (c)  Exercise Price. Each SAR Agreement shall specify the Exercise Price. A
          --------------
SAR Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the SAR is outstanding.

     (d)  Exercisability and Term. Each SAR Agreement shall specify the date
          -----------------------
when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the term of the SAR. A SAR Agreement may provide
for accelerated exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration

                                      -12-
<PAGE>

prior to the end of its term in the event of the termination of the Optionee's
service. SARs may be awarded in combination with Options, and such an Award may
provide that the SARs will not be exercisable unless the related Options are
forfeited. A SAR may be included in an ISO only at the time of grant but may be
included in an NSO at the time of grant or thereafter. A SAR granted under the
Plan may provide that it will be exercisable only in the event of a Change in
Control.

     (e)  Effect of Change in Control. The Committee may determine, at the time
          ---------------------------
of granting a SAR or thereafter, that such SAR shall become fully exercisable as
to all Common Shares subject to such SAR in the event that a Change in Control
occurs with respect to the Company, subject to the following sentence. If the
Company and the other party to the transaction constituting a Change in Control
agree that such transaction is to be treated as a "pooling of interests" for
financial reporting purposes, and if such transaction in fact is so treated,
then the acceleration of exercisability shall not occur to the extent that the
Company's independent accountants and such other party's independent accountants
separately determine in good faith that such acceleration would preclude the use
of "pooling of interests" accounting.

     (f)  Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person
          ----------------
having the right to exercise the SAR after his or her death) shall receive from
the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares
and cash, as the Committee shall determine. The amount of cash and/or the Fair
Market Value of Common Shares received upon exercise of SARs shall, in the
aggregate, be equal to the amount by which the Fair Market Value (on the date of
surrender) of the Common Shares subject to the SARs exceeds the Exercise Price.
If, on the date when a SAR expires, the Exercise Price under such SAR is less
than the Fair Market Value on such date but any portion of such SAR has not been
exercised or surrendered, then such SAR shall automatically be deemed to be
exercised as of such date with respect to such portion.

     (g)  Modification or Assumption of SARs. Within the limitations of the
          ----------------------------------
Plan, the Committee may modify, extend or assume outstanding SARs or may accept
the cancellation of outstanding SARs (whether granted by the Company or by
another issuer) in return for the grant of new SARs for the same or a different
number of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of a SAR shall, without the consent of the
Optionee, may alter or impair his or her rights or obligations under such SAR.

SECTION 11. STOCK UNITS.
-----------------------

     (a)  Stock Unit Agreement. Each grant of Stock Units under the Plan shall
          --------------------
be evidenced by a Stock Unit Agreement between the recipient and the Company.
Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical. Stock Units may be granted in consideration of a reduction in
the recipient's other compensation.

     (b)  Payment for Awards. To the extent that an Award is granted in the form
          ------------------
of Stock Units, no cash consideration shall be required of the Award recipients.

     (c)  Vesting Conditions. Each Award of Stock Units may or may not be
          ------------------
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions
                                      -13-
<PAGE>

specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for
accelerated vesting in the event of the Participant's death, disability or
retirement or other events. The Committee may determine, at the time of granting
Stock Units or thereafter, that all or part of such Stock Units shall become
vested in the event that a Change in Control occurs with respect to the Company,
except as provided in the next following sentence. If the Company and the other
party to the transaction constituting a Change in Control agree that such
transaction is to be treated as a "pooling of interests" for financial reporting
purposes, and if such transaction in fact is so treated, then the acceleration
of vesting shall not occur to the extent that the Company's independent
accountants and such other party's independent accountants separately determine
in good faith that such acceleration would preclude the use of "pooling of
interests" accounting.

     (d)  Voting and Dividend Rights. The holders of Stock Units shall have no
          --------------------------
voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under
the Plan may, at the Committee's discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Common Share while the Stock Unit is
outstanding. Dividend equivalents may be converted into additional Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form
of Common Shares, or in a combination of both. Prior to distribution, any
dividend equivalents which are not paid shall be subject to the same conditions
and restrictions as the Stock Units to which they attach.

     (e)  Form and Time of Settlement of Stock Units. Settlement of vested Stock
          ------------------------------------------
Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both, as determined by the Committee. The actual number of Stock
Units eligible for settlement may be larger or smaller than the number included
in the original Award, based on predetermined performance factors. Methods of
converting Stock Units into cash may include (without limitation) a method based
on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments. The
distribution may occur or commence when all vesting conditions applicable to the
Stock Units have been satisfied or have lapsed, or it may be deferred to any
later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment pursuant
to Section 12.

     (f)  Death of Recipient. Any Stock Units Award that becomes payable after
          ------------------
the recipient's death shall be distributed to the recipient's beneficiary or
beneficiaries. Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

     (g)  Creditors' Rights. A holder of Stock Units shall have no rights other
          -----------------
than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.

                                      -14-
<PAGE>

SECTION 12. PROTECTION AGAINST DILUTION.
---------------------------------------

     (a)  Adjustments. In the event of a subdivision of the outstanding Common
          -----------
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:

          (i)   The number of Options, SARs, Restricted Shares and Stock Units
     available for future Awards under Section 5;

          (ii)  The limitations set forth in Sections 8(b) and 10(b);

          (iii) The number of NSOs to be granted to Outside Directors under
     Section 4(b);

          (iv)  The number of Common Shares covered by each outstanding Option
     and SAR;

          (v)  The Exercise Price under each outstanding Option and SAR; or

          (vi) The number of Stock Units included in any prior Award which has
not yet been settled.

Except as provided in this Section 12, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

     (b)  Dissolution or Liquidation. To the extent not previously exercised or
          --------------------------
settled, Options, SARs and Stock Units shall terminate immediately prior to the
dissolution or liquidation of the Company.

     (c)  Reorganizations. In the event that the Company is a party to a merger
          ---------------
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization. Such agreement shall provide for:

          (i)   The continuation of the outstanding Awards by the Company, if
     the Company is a surviving corporation;

          (ii)  The assumption of the outstanding Awards by the surviving
     corporation or its parent or subsidiary;

          (iii) The substitution by the surviving corporation or its parent or
     subsidiary of its own awards for the outstanding Awards;

                                      -15-
<PAGE>

          (iv)  Full exercisability or vesting and accelerated expiration of the
     outstanding Awards; or

          (v)   Settlement of the full value of the outstanding Awards in cash
     or cash equivalents followed by cancellation of such Awards.

SECTION 13. DEFERRAL OF AWARDS.
------------------------------

     The Committee (in its sole discretion) may permit or require a Participant
to:

     (a)  Have cash that otherwise would be paid to such Participant as a result
of the exercise of a SAR or the settlement of Stock Units credited to a deferred
compensation account established for such Participant by the Committee as an
entry on the Company's books;

     (b)  Have Common Shares that otherwise would be delivered to such
Participant as a result of the exercise of an Option or SAR converted into an
equal number of Stock Units; or

     (c)  Have Common Shares that otherwise would be delivered to such
Participant as a result of the exercise of an Option or SAR or the settlement of
Stock Units converted into amounts credited to a deferred compensation account
established for such Participant by the Committee as an entry on the Company's
books. Such amounts shall be determined by reference to the Fair Market Value of
such Common Shares as of the date when they otherwise would have been delivered
to such Participant.

A deferred compensation account established under this Section 13 may be
credited with interest or other forms of investment return, as determined by the
Committee. A Participant for whom such an account is established shall have no
rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms pertaining to such Awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 13.

SECTION 14. AWARDS UNDER OTHER PLANS.
------------------------------------

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Common Shares
issued in settlement of Stock Units and shall, when issued, reduce the number of
Common Shares available under Section 5.

SECTION 15. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.
----------------------------------------------------

     (a)  Effective Date. No provision of this Section 15 shall be effective
          --------------
unless and until the Board has determined to implement such provision.

                                      -16-
<PAGE>

     (b)  Elections to Receive NSOs, Restricted Shares or Stock Units. An
          -----------------------------------------------------------
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash, NSOs, Restricted Shares or
Stock Units, or a combination thereof, as determined by the Board. Such NSOs,
Restricted Shares and Stock Units shall be issued under the Plan. An election
under this Section 15 shall be filed with the Company on the prescribed form.

     (c)  Number and Terms of NSOs, Restricted Shares or Stock Units. The number
          ----------------------------------------------------------
of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual retainers and meeting fees that would otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

SECTION 16. ADJUSTMENT OF SHARES.
--------------------------------

     (a)  General. In the event of a subdivision of the outstanding Stock, a
          -------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares available for grants under
Section 4(c), (iii) the number of Shares covered by each outstanding Option,
(iv) the Exercise Price under each outstanding Option, (v) the number of shares
covered by each outstanding award or (vi) the Purchase Price of each outstanding
award.

     (b)  Reorganizations. In the event that the Company is a party to a merger
          ---------------
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement may provide for the assumption of
outstanding Options by the surviving corporation or its parent or for their
continuation by the Company (if the Company is a surviving corporation);
provided, however, that if assumption or continuation of the outstanding Options
is not provided by such agreement then the Committee shall have the option of
offering the payment of a cash settlement equal to the difference between the
amount to be paid for one Share under such agreement and the Exercise Price, in
all cases without the Optionees' consent.

     (c)  Reservation of Rights. Except as provided in this Section 16, an
          ---------------------
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

                                      -17-
<PAGE>

SECTION 17. LEGAL AND REGULATORY REQUIREMENTS.
---------------------------------------------

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations and the regulations of any stock exchange on which the Company's
securities may then be listed, and the Company has obtained the approval or
favorable ruling from any governmental agency which the Company determines is
necessary or advisable.

SECTION 18. WITHHOLDING TAXES.
-----------------------------

     (a)  General. To the extent required by applicable federal, state, local or
          -------
foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

     (b)  Share Withholding. The Committee may permit a Participant to satisfy
          -----------------
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be
issued to him or her or by surrendering all or a portion of any Common Shares
that he or she previously acquired. Such Common Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be withheld in cash.

SECTION 19. LIMITATION ON PARACHUTE PAYMENTS.
--------------------------------------------

     (a)  Scope of Limitation.  This Section 19 shall apply to an Award only if:
          -------------------

          (i)  The independent auditors most recently selected by the Board (the
     "Auditors") determine that the after-tax value of such Award to the
     Participant, taking into account the effect of all federal, state and local
     income taxes, employment taxes and excise taxes applicable to the
     Participant (including the excise tax under section 4999 of the Code), will
     be greater after the application of this Section 19 than it was before the
     application of this Section 19; or

          (ii) The Committee, at the time of making an Award under the Plan or
     at any time thereafter, specifies in writing that such Award shall be
     subject to this Section 19 (regardless of the after-tax value of such Award
     to the Participant).

          (b)  Supersedes Other Provisions. If this Section 19 applies to an
               ---------------------------
Award, it shall supersede any contrary provision of the Plan or of any Award
granted under the Plan.

SECTION 20. NO EMPLOYMENT RIGHTS.
--------------------------------

          No provision of the Plan, nor any right or Option granted under the
Plan, shall be construed to give any person any right to become, to be treated
as, or to remain an Employee.

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<PAGE>

The Company and its Subsidiaries reserve the right to terminate any person's
Service at any time and for any reason, with or without notice.

SECTION 21. DURATION AND AMENDMENTS.
-----------------------------------

     (a)  Term of the Plan. The amended and restated Plan, as set forth herein,
          ----------------
shall terminate automatically on the tenth anniversary of its adoption and may
be terminated on any earlier date pursuant to Subsection (b) below.

     (b)  Right to Amend or Terminate the Plan. The Board of Directors may amend
          ------------------------------------
the Plan at any time and from time to time. Rights and obligations under any
Option granted before amendment of the Plan shall not be materially impaired by
such amendment, except with consent of the person to whom the Option was
granted. An amendment of the Plan shall be subject to the approval of the
Company's stockholders only to the extent required by applicable laws,
regulations or rules.

     (c)  Effect of Amendment or Termination. No Shares shall be issued or sold
          ----------------------------------
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.

SECTION 22. EXECUTION.
---------------------

     To record the adoption of the amended and restated Plan by the Board of
Directors effective as of ______________ __, 2000, the Company has caused its
authorized officer to execute the same.

                                              CORP. SMARTAGE.COM


                                              By _______________________________
                                                            William Lohse
                                                       Chief Executive Officer

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