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                                                                    EXHIBIT 10.1

                           BANYAN SYSTEMS INCORPORATED

                            1992 STOCK INCENTIVE PLAN

Section 1. Purpose

  The purpose of this Stock Incentive Plan (the "Plan") is to advance the
interests of Banyan Systems Incorporated by enhancing its ability to attract and
retain key employees, consultants and others who are in a position to contribute
to the Company's future growth and success.

Section 2. Definitions

  "Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Unrestricted Stock awarded under the Plan.

  "Board" means the Board of Directors of the Company.

  "Code" means the Internal Revenue Code of 1986, as amended from time to time.

  "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, provided that if and when the
Common Stock is registered under Section 12 of the Securities Exchange Act of
1934, each member of the Committee shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3").

  "Common Stock" or "Stock" means the Common Stock, $.01 par value per share, of
the Company.

  "Company" means Banyan Systems Incorporated and, except where the content
otherwise requires, all present and future subsidiaries of the Company as
defined in Sections 424(f) of the Code.

  "Designated Beneficiary" means the beneficiary designated by a Participant, in
a manner determined by the Board, to receive amounts due or exercise rights of
the Participant in the event of the Participant's death. In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

  "Fair Market Value" means, with respect to Common Stock or any other property,
the fair market value of such property as determined by the Board in good faith
or in the manner established by the Board from time to time.

  "Incentive Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor provision.

  "Nonstatutory Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under Section 6 which is not intended to be an
Incentive Stock Option.

  "Option" means an Incentive Stock Option or a Nonstatutory Stock Option.

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  "Participant" means a person selected by the Board to receive an Award under
the Plan.

  "Performance Shares" mean shares of Common Stock which may be earned by the
achievement of performance goals awarded to a Participant under Section 8.

  "Reporting Person" means a person subject to Section 16 of the Securities
Exchange Act of 1934 or any successor provision.

  "Restricted Period" means the period of time selected by the Board during
which shares subject to a Restricted Stock Award may be repurchased by or
forfeited to the Company.

  "Restricted Stock" means shares of Common Stock awarded to a Participant
under Section 9.

  "Stock Appreciation Right" or "SAR" means a right to receive any excess in
Fair Market Value of shares of Common Stock over the exercise price awarded to
a Participant under Section 7.

  "Unrestricted Stock" means shares of Common Stock awarded to a Participant
under Section 9(c).

Section 3. Administration

  The Plan will be administered by the Board. The Board shall have authority
to make Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable from
time to time, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. No member of the Board shall be liable
for any action or determination relating to the Plan made in good faith. To
the extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards to Participants who
are not Reporting Persons and all determinations under the Plan with respect
thereto, provided that the Board shall fix the maximum amount of such Awards
to be made by such executive officers and a maximum amount for any one
Participant. To the extent permitted by applicable law, the Board may appoint
a Committee to administer the Plan and, in such event, all references to the
Board in the Plan shall mean such Committee or the Board. All decisions by the
Board or the Committee pursuant to the Plan shall be final and binding on all
persons having or claiming any interest in the Plan or in any Award.

Section 4. Eligibility

  All of the Company's employees, officers, directors, consultants and advisors
who are expected to contribute to the Company's future growth and success, other
than persons who have irrevocably elected not to be eligible, are eligible to be
Participants in the Plan. Incentive Stock Options may be awarded only to persons
eligible to receive Incentive Stock Options under the Code.

Section 5. Stock Available for Awards

  (a) Subject to adjustment under subsection (b) below, Awards may be made
under the Plan for up to 1,000,000 shares of Common Stock. If any Award in
respect of shares of Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, the shares subject to such Award or
so surrendered, as the case may be, to the extent of such expiration,
termination, forfeiture or decrease, shall again be available for award under
the Plan, subject, however, in the case of Incentive Stock Options, to any
limitation required under the Code. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.

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  (b) In the event that the Board, in its sole discretion, determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, subject, in the case of Incentive
Stock Options, to any limitation required under the Code, shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may
be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Board may
make provision for a cash payment with respect to an outstanding Award, provided
that the number of shares subject to any Award shall always be a whole number.

  (c) The Board may grant Awards under the Plan in substitution for stock and
stock based awards held by employees of another corporation who concurrently
become employees of the Company as a result of a merger or consolidation of the
employing corporation with the Company or a Subsidiary or the acquisition by the
Company or a subsidiary of property or stock of the employing corporation. The
substitute Awards shall be granted on such terms and conditions as the Board
considers appropriate in the circumstances. The shares which may be delivered
under such substitute Awards shall be in addition to the maximum number of
shares provided for in Section 5(a) only to the extent that the substitute
Awards are both (i) granted to persons whose relationship to the Company does
not make (and is not expected to make) them Reporting Persons; and (ii) granted
in substitution for awards issued under a plan approved, to the extent then
required under Rule 16b-3, by the stockholders of the entity which issued such
predecessor awards.

Section 6. Stock Options

(a) General.

    (i)     Subject to the provisions of the Plan, the Board may award Incentive
  Stock Options and Nonstatutory Stock Options, and determine the number of
  shares to be covered by each Option, the option price therefor and the
  conditions and limitations applicable to the exercise of the Option. The terms
  and conditions of Incentive Stock Options shall be subject to and comply with
  Section 422 of the Code, or any successor provision, and any regulations
  thereunder.

    (ii)    The Board shall establish the exercise price at the time each Option
  is awarded. In the case of Incentive Stock Options, such price shall not be
  less than 100% of the Fair Market Value of the Common Stock on the date of
  award.

    (iii)   Each Option shall be exercisable at such times and subject to such
  terms and conditions as the Board may specify in the applicable Award or
  thereafter. The Board may impose such conditions with respect to the exercise
  of Options, including conditions relating to applicable federal or state
  securities laws, as it considers necessary or advisable.

    (iv)    Options granted under the Plan may provide for the payment of the
  exercise price by delivery of cash or check in an amount equal to the exercise
  price of such Options or, to the extent permitted by the Board at or after the
  award of the Option, by (A) delivery of shares of Common Stock owned by the
  optionee for at least six months (or such shorter period as is approved by the
  Board), valued at their Fair Market Value, (B) delivery of a promissory note
  of the optionee to the Company on terms determined by the Board, (C) delivery
  of an irrevocable undertaking by a broker to deliver promptly to the Company
  sufficient funds to pay the exercise price or delivery of irrevocable
  instructions to a broker to deliver promptly to the Company cash or a check
  sufficient to pay the exercise price, (D) payment of such other lawful
  consideration as the Board may determine, or (E) any combination of the
  foregoing.

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    (v)     The Board may provide for the automatic award of an Option upon the
  delivery of shares to the Company in payment of the exercise price of an
  Option for up to the number of shares so delivered.

    (vi)    The Board may at any time accelerate the time at which all or any
  part of an Option may be exercised.

 (b) Incentive Stock Options.

  Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

    (i)     All Incentive Stock Options granted under the Plan shall, at the
  time of grant, be specifically designated as such in the option agreement
  covering such Incentive Stock Options. The Option exercise period shall not
  exceed ten years from the date of grant.

    (ii)    If any employee to whom an Incentive Stock Option is to be granted
  under the Plan is, at the time of the grant of such option, the owner of stock
  possessing more than 10% of the total combined voting power of all classes of
  stock of the Company (after taking into account the attribution of stock
  ownership rule of Section 424(b) and of the Code), then the following special
  provisions shall be applicable to the Incentive Stock Option granted to such
  individual:

      (x)   The purchase price per share of the Common Stock subject to such
    Incentive Stock Option shall not be less than 110% of the Fair Market Value
    of one share of Common Stock at the time of grant; and

      (y)   The option exercise period shall not exceed five years from the date
    of grant.

    (iii)   For so long as the Code shall so provide, options granted to any
  employee under the Plan (and any other incentive stock option plans of the
  Company) which are intended to constitute Incentive Stock Options shall not
  constitute Incentive Stock Options to the extent that such options, in the
  aggregate, become exercisable for the first time in any one calendar year for
  shares of Common Stock with an aggregate Fair Market Value (determined as of
  the respective date or dates of grant) of more than $100,000.

    (iv)    No Incentive Stock Option may be exercised unless, at the time of
  such exercise, the Participant is, and has been continuously since the date of
  grant of his or her Option, employed by the Company, except that:

      (x)   an Incentive Stock Option may be exercised within the period of
    three months after the date the Participant ceases to be an employee of the
    Company (or within such lesser period as may be specified in the applicable
    option agreement), provided, that the agreement with respect to such Option
    may designate a longer exercise period and that the exercise after such
    three-month period shall be treated as the exercise of a Nonstatutory Stock
    Option under the Plan;

      (y)   if the Participant dies while in the employ of the Company, or
    within three months after the Participant ceases to be such an employee, the
    Incentive Stock Option may be exercised by the Participant's Designated
    Beneficiary within the period of one year after the date of death (or within
    such lesser period as may be specified in the applicable Option agreement);
    and

      (z)   if the Participant becomes disabled (within the meaning of Section
    22(e)(3) of the Code or any successor provision thereto) while in the employ
    of the Company, the Incentive Stock Option may be exercised within the
    period of one year after the date of death (or within such lesser period as
    may be specified in the Option agreement).

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For all purposes of the Plan and any Option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

Section 7. Stock Appreciation Rights

  (a)   The Board may grant Stock Appreciation Rights entitling recipients on
exercise of the SAR to receive an amount, in cash or Stock or a combination
thereof (such form to be determined by the Board), determined in whole or in
part by reference to appreciation in the Fair Market Value of the Stock between
the date of the Award and the exercise of the Award. A Stock Appreciation Right
shall entitle the Participant to receive, with respect to each share of Stock as
to which the SAR is exercised, the excess of the share's Fair Market Value on
the date of exercise over its Fair Market Value on the date the SAR was granted.
The Board may also grant Stock Appreciation Rights that provide that, following
a change in control of the Company (as defined by the Board at the time of the
Award), the holder of such SAR will be entitled to receive, with respect to each
share of Stock subject to the SAR, an amount equal to the excess of a specified
value (which may include an average of values) for a share of Stock during a
period preceding such change in control over the Fair Market Value of a share of
Stock on the date the SAR was granted.

  (b)   Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan. A Stock Appreciation Right
granted in tandem with an Option which is not an Incentive Stock Option may be
granted either at or after the time the Option is granted. A Stock Appreciation
Right granted in tandem with an Incentive Stock Option may be granted only at
the time the Option is granted.

  (c)   When Stock Appreciation Rights are granted in tandem with Options, the
following provisions will apply:

      (i)   The Stock Appreciation Right will be exercisable only at such time
  or times, and to the extent, that the related Option is exercisable and will
  be exercisable in accordance with the procedure required for exercise of the
  related Option.

      (ii)  The Stock Appreciation Right will terminate and no longer be
  exercisable upon the termination or exercise of the related Option, except
  that a Stock Appreciation Right granted with respect to less than the full
  number of shares covered by an Option will not be reduced until the number of
  shares as to which the related Option has been exercised or has terminated
  exceeds the number of shares not covered by the Stock Appreciation Right.

      (iii) The Option will terminate and no longer be exercisable upon the
  exercise of the related Stock Appreciation Right.

      (iv)  The Stock Appreciation Right will be transferable only with the
  related Option.

      (v)   A Stock Appreciation Right granted in tandem with an Incentive Stock
  Option may be exercised only when the market price of the Stock subject to the
  Option exceeds the exercise price of such option.

  (d)   A Stock Appreciation Right not granted in tandem with an Option will
become exercisable at such time or times, and on such conditions, as the Board
may specify.

  (e)   The Board may at any time accelerate the time at which all or any part
of the SAR may be exercised.

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Section 8. Performance Shares

  (a)   The Board may make Performance Share Awards entitling recipients to
acquire shares of Stock upon the attainment of specified performance goals. The
Board may make Performance Share Awards independent of or in connection with the
granting of any other Award under the Plan. The Board in its sole discretion
shall determine the performance goals applicable under each such Award, the
periods during which performance is to be measured, and all other limitations
and conditions applicable to the awarded Performance Shares; provided, however,
that the Board may rely on the performance goals and other standards applicable
to other performance plans of the Company in setting the standards for
Performance Share Awards under the Plan.

  (b)   Performance Share Awards and all rights with respect to such Awards may
not be sold, assigned, transferred, pledged or otherwise encumbered.

  (c)   A Participant receiving a Performance Share Award shall have the rights
of a stockholder only as to shares actually received by the Participant under
the Plan and not with respect to shares subject to an Award but not actually
received by the Participant. A Participant shall be entitled to receive a stock
certificate evidencing the acquisition of shares of Stock under a Performance
Share Award only upon satisfaction of all conditions specified in the agreement
evidencing the Performance Share Award.

  (d)   The Board may at any time accelerate or waive any or all of the goals,
restrictions or conditions imposed under any Performance Share Award.

Section 9. Restricted and Unrestricted Stock

  (a)   The Board may grant Restricted Stock Awards entitling recipients to
acquire shares of Stock, subject to the right of the Company to repurchase all
or part of such shares at their purchase price (or to require forfeiture of such
shares if purchased at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable Restricted Period or Restricted Periods established by the
Board for such Award. Conditions for repurchase (or forfeiture) may be based on
continuing employment or service or achievement of pre-established performance
or other goals and objectives.

  (b)   Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Board, during the
applicable Restricted Period. Shares of Restricted Stock shall be evidenced in
such manner as the Board may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the Restricted Period, the Company (or such
designee) shall deliver such certificates to the Participant or if the
Participant has died, to the Participant's Designated Beneficiary.

  (c)   The Board may, in its sole discretion, grant (or sell at a purchase
price determined by the Board, which shall not be lower than 85% of Fair Market
Value on the date of sale) to Participants shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock").

  (d)   The purchase price for each share of Restricted Stock and Unrestricted
Stock shall be determined by the Board of Directors and may not be less than the
par value of the Common Stock. Such purchase price may be paid in the form of
past services or such other lawful consideration as is determined by the Board.

  (e)   The Board may at any time accelerate the expiration of the Restricted
Period applicable to all, or any particular, outstanding shares of Restricted
Stock.

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Section 10. General Provisions Applicable to Awards

  (a)   Applicability of Rule 16b-3. Those provisions of the Plan which make an
express reference to Rule 16b-3 shall apply to the Company only at such time as
the Company's Common Stock is registered under the Securities Exchange Act of
1934, or any successor provision, and then only to Reporting Persons.

  (b)   Reporting Person Limitations. Notwithstanding any other provision of the
Plan, to the extent required to qualify for the exemption provided by Rule 16b-
3, (i) any Option, SAR, Performance Share Award or other similar right related
to an equity security issued under the Plan to a Reporting Person shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I or the Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder, and shall be exercisable during the Participant's lifetime only by
the Participant or the Participant's guardian or legal representative, and (ii)
the selection of a Reporting Person as a Participant and the terms of his or her
Award shall be determined only in accordance with the applicable provisions of
Rule 16b-3.

  (c)   Documentation. Each Award under the Plan shall be evidenced by an
instrument delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable. Such
instruments may be in the form of agreements to be executed by both the Company
and the Participant, or certificates, letters or similar documents, acceptance
of which will evidence agreement to the terms thereof and of this Plan.

  (d)   Board Discretion. Each type of Award may be made alone, in addition to
or in relation to any other type of Award. The terms of each type of Award need
not be identical, and the Board need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Board at the time of award or at any time
thereafter.

  (e)   Termination of Status. Subject to the provisions of Section 6(b)(iv),
the Committee shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or other termination of employment or
other status of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may exercise rights under such Award.

  (f)   Mergers, Etc. In the event of a consolidation, merger or other
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (as "Acquisition") or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions as to outstanding Awards: (i)
provide that such Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof) on such terms as the Board determines to be appropriate, (ii)
upon written notice to Participants, provide that all unexercised Options or
SARs will terminate immediately prior to the consummation of such transaction
unless exercised by the Participant within a specified period following the date
of such notice, (iii) in the event of an Acquisition under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the Acquisition (the
"Acquisition Price"), make or provide for a cash payment to Participants equal
to the difference between (A) the Acquisition Price times the number of shares
of Common Stock subject to outstanding Options or SARs (to the extent then
exercisable at prices not in excess of the Acquisition Price) and (B) the
aggregate exercise price of all such outstanding Options or SARs in exchange for
the termination of such Options and SARs, and (iv) provide that all or any
outstanding Awards shall become exercisable or realizable in full prior to the
effective date of such Acquisition.

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  (g)   Withholding. The Participant shall pay to the Company, or make provision
satisfactory to the Board for payment of, any taxes required by law to be
withheld in respect of Awards under the Plan no later than the date of the event
creating the tax liability. In the Board's discretion, and subject to such
conditions as the Board may establish, such tax obligations may be paid in whole
or in part in shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value. The Company may,
to the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the Participant.

  (h)   Foreign Nationals. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Board considers necessary or
advisable to achieve the purposes of the Plan or comply with applicable laws.

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

  (j)   Cancellation and New Grant of Options. The Board of Directors shall have
the authority to effect, at any time and from time to time, with the consent of
the affected optionees, (i) the cancellation of any or all outstanding Options
under the Plan and the grant in substitution therefor of new Options under the
Plan covering the same or different numbers of shares of Common Stock and having
an option exercise price per share which may be lower or higher than the
exercise price per share of the cancelled Options or (ii) the amendment of the
terms of any and all outstanding Options under the Plan to provide an option
exercise price per share which is higher or lower than the then current exercise
price per share of such outstanding Options.

  (k)   Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan (i) until all conditions of the Award
have been satisfied or removed, (ii) until, in the opinion of the Company's
counsel, all applicable federal and state laws and regulations have been
complied with, (iii) if the outstanding Stock is at the time listed on any stock
exchange, until the shares to be delivered have been listed or authorized to be
listed on such exchange upon official notice of notice of issuance, and (iv)
until all other legal matters in connection with the issuance and delivery of
such shares have been approved by the Company's counsel. If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award, such
representations or agreements as the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

Section 11. Miscellaneous

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

  (b)   No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the record holder thereof.

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  (c)   Exclusion from Benefit Computations. No amounts payable upon exercise of
Awards granted under the Plan shall be considered salary, wages or compensation
to Participants for purposes of determining the amount or nature of benefits
that Participants are entitled to under any insurance, retirement or other
benefit plans or programs of the Company.

  (d)   Effective Date and Term. Subject to the approval of the stockholders of
the Company, the Plan shall be effective on June 23, 1992. Prior to such
approval, Awards may be made under the Plan expressly subject to such approval.
No Award may be made under the Plan after June 23, 2002, but Awards previously
granted may extend beyond that date.

  (e)   Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirement, including any requirements for
compliance with Rule 16b-3. Prior to any such approval, Awards may be made under
the Plan expressly subject to such approval.

  (f)   Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.

                                          Adopted by the Board of Directors
                                          on June 23, 1992

                                          Approved by the stockholders
                                          on July 24, 1992

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               AMENDMENT NO. 1 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

  Subsection 5(a) of the 1992 Stock Incentive Plan (the "Plan") of Banyan
Systems Incorporated is hereby amended, subject to stockholder approval, to
increase from 1,000,000 to 1,850,000 the number of shares of Common Stock
authorized for issuance under the Plan.

  Subsection 6(a)(i) of the Plan is hereby amended and restated in its
entirety, subject to stockholder approval, to provide as follows:

    (i) Subject to the provisions of the Plan, the Board may award Incentive
  Stock Options and Nonstatutory Stock Options, and determine the number of
  shares to be covered by each Option, the option price therefor and the
  conditions and limitations applicable to the exercise of the Option. The
  terms and conditions of Incentive Stock Options shall be subject to and
  comply with Section 422 of the Code, or any successor provisions, and any
  regulations thereunder. Subject to adjustment as provided in Subsection
  5(b) above, the maximum number of shares with respect to which Options may
  be granted to any employee under the Plan shall not exceed 300,000 shares
  of Common Stock during any two consecutive calendar year period. For
  purposes of calculating such maximum number, (a) an Option shall continue
  to be treated as outstanding notwithstanding its repricing, cancellation or
  expiration and (b) the repricing of an outstanding Option or the issuance
  of a new Option in substitution for a cancelled Option shall be deemed to
  constitute the grant of a new additional Option separate from the original
  grant of the Option that is repriced or cancelled.

                                          Adopted by the Board of Directors on
                                          March 28, 1994

                                          Approved by the Stockholders on
                                          May 9, 1994

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               AMENDMENT NO. 2 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

  Subsection 5(a) of the 1992 Stock Incentive Plan (the "Plan") of Banyan
Systems Incorporated is hereby amended, subject to stockholder approval, to
increase from 1,850,000 to 2,700,000 the number of shares of Common Stock
authorized for issuance under the Plan.

                                          Adopted by the Board of
                                          Directors on February 2, 1995

                                          Approved by the Stockholders on
                                          May 9, 1995

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               AMENDMENT NO. 3 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

  The definition of "Committee" contained in Subsection 2 of the 1992 Stock
Incentive Plan (the "Plan") of Banyan Systems Incorporated is hereby amended
and restated in its entirety to read as follows:

  " "Committee' means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, provided that if and when the
Common Stock is registered under the Section 12 of the Securities Exchange Act
of 1934, each member of the Committee shall be a "Non-Employee Director,' as
such term is defined in Rule 16b-3 under the Securities Act of 1934 ("Rule
16b-3"), and an "Outside Director,' as such term is defined in the Code."

                                          Adopted by the Board of Directors on
                                          January 17, 1997

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<PAGE>

               AMENDMENT NO. 4 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

  Subsection 5(a) of the 1992 Stock Incentive Plan, as amended (the "Plan"),
of Banyan Systems Incorporated is hereby amended, subject to stockholder
approval, to increase from 2,700,000 to 3,500,000 the number of shares of
Common Stock, $.01 par value per share, authorized for issuance under the
Plan.

                                          Adopted by the Board of Directors on
                                          February 11, 1998


                                          Approved by the Stockholders on
                                          May 12, 1998

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<PAGE>

               AMENDMENT NO. 5 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

      Subsection 5(a) of the 1992 Stock Incentive Plan, as amended (the "Plan"),
of Banyan Systems Incorporated is hereby amended, subject to stockholder
approval, to increase from 3,500,000 to 4,450,000 the number of shares of
Common Stock, $.01 par value per share, authorized for issuance under the Plan.

                                          Adopted by the Board of Directors on
                                          March 4, 1999

                                          Adopted by the Stockholders on
                                          May 13, 1999




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<PAGE>

               AMENDMENT NO. 6 TO THE 1992 STOCK INCENTIVE PLAN
                        OF BANYAN SYSTEMS INCORPORATED

      Subsection 5(a) of the 1992 Stock Incentive Plan, as amended (the "Plan"),
of Banyan Systems Incorporated is hereby amended, subject to stockholder
approval, to increase from 4,450,000 to 5,470,000 the number of shares of Common
Stock, $.01 par value per share, authorized for issuance under the Plan.


                                          Adopted by the Board of Directors on
                                          January 31, 2000

                                          Adopted by the Stockholders on
                                          May 9, 2000



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