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                                                                     EXHIBIT 4.1

                                           As amended through September 20, 2000

                               pcOrder.com, Inc.

                           1999 STOCK INCENTIVE PLAN

     1.   Purposes of the Plan.  The purposes of this Stock Incentive Plan are
          --------------------
to attract and retain the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company's business.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

               (a)  "Administrator" means the Board or any of the Committees
                     -------------
appointed to administer the Plan.

               (b)  "Affiliate" and "Associate" shall have the respective
                     ---------       ---------
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.

               (c)  "Applicable Laws" means the legal requirements relating to
                     ---------------
the administration of stock incentive plans, if any, under applicable provisions
of federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

               (d)  "Award" means the grant of an Option, SAR, Dividend
                     -----
Equivalent Right, Restricted Stock, Performance Unit, Performance Share, or
other right or benefit under the Plan.

               (e)  "Award Agreement" means the written agreement evidencing the
                     ---------------
grant of an Award executed by the Company and the Grantee, including any
amendments thereto.

               (f)  "Board" means the Board of Directors of the Company.
                     -----

               (g)  "Cause" means, with respect to the termination by the
                     -----
Company or a Related Entity of the Grantee's Continuous Service, that such
termination is for "Cause" as such term is expressly defined in a then-effective
written agreement between the Grantee and the Company or such Related Entity, or
in the absence of such then-effective written agreement and definition, is based
on, in the determination of the Administrator, the Grantee's: (i) refusal or
failure to act in accordance with any specific, lawful direction or order of the
Company or a Related Entity; (ii) unfitness or unavailability for service or
unsatisfactory performance (other than as a result of Disability); (iii)
performance of any act or failure to perform any act in bad faith and to the
detriment of the Company or a Related Entity; (iv) dishonesty, intentional
misconduct or material breach of any agreement with the Company or a Related
Entity; or (v) commission of a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person. At least 30 days prior to the
termination of the Grantee's Continuous Service pursuant to (i) or (ii) above,
the Administrator shall provide the Grantee with notice of the Company's or such
Related Entity's intent to terminate, the reason therefor, and an opportunity
for the Grantee to cure such defects in his or her service to the Company's or
such Related Entity's satisfaction. During this 30 day (or longer) period, no
Award issued to the Grantee under the Plan may be exercised or purchased.

               (h)  "Change in Control" means a change in ownership or control
                     -----------------
of the Company effected through either of the following transactions:

                         (i)  the direct or indirect acquisition by any person
or related group of persons (other than an acquisition from or by the Company or
by a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

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                       (ii)  a change in the composition of the Board over a
period of thirty-six (36) months or less such that a majority of the Board
members (rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who are
Continuing Directors.

               (i)  "Class A Common Stock" means the class A common stock of the
                     --------------------
Company.

               (j)  "Code" means the Internal Revenue Code of 1986, as amended.
                     ----

               (k)  "Committee" means any committee appointed by the Board to
                     ---------
administer the Plan.

               (l)  "Company" means pcOrder.com, Inc., a Delaware corporation.
                     -------

               (m)  "Consultant" means any person (other than an Employee or,
                     ----------
solely with respect to rendering services in such person's capacity as a
Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

               (n)  "Continuing Directors" means members of the Board who either
                     --------------------
(i) have been Board members continuously for a period of at least thirty-six
(36) months or (ii) have been Board members for less than thirty-six (36) months
and were elected or nominated for election as Board members by at least a
majority of the Board members described in clause (i) who were still in office
at the time such election or nomination was approved by the Board.

               (o)  "Continuous Service" means that the provision of services to
                     ------------------
the Company or a Related Entity in any capacity of Employee, Director or
Consultant, is not interrupted or terminated. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers between locations of the Company or among the Company, any Related
Entity, or any successor, in any capacity of Employee, Director or Consultant,
or (iii) any change in status as long as the individual remains in the service
of the Company or a Related Entity in any capacity of Employee, Director or
Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other
authorized personal leave. For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract.

               (p)  "Corporate Transaction" means any of the following
                     ---------------------
transactions:

                       (i)   a merger or consolidation in which the Company is
not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;

                       (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company;

                       (iii) any reverse merger in which the Company is the
surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's outstanding securities
are transferred to a person or persons different from those who held such
securities immediately prior to such merger; or

                       (iv)  an acquisition by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities (whether or not in a
transaction also constituting a Change in Control), but excluding any such
transaction that the Administrator determines shall not be a Corporate
Transaction.

               (q)  "Director" means a member of the Board or the board of
                     --------
directors of any Related Entity.

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               (r)  "Disability" means that a Grantee is permanently unable to
                     ----------
carry out the responsibilities and functions of the position held by the Grantee
by reason of any medically determinable physical or mental impairment. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Administrator in its
discretion.

               (s)  "Dividend Equivalent Right" means a right entitling the
                     -------------------------
Grantee to compensation measured by dividends paid with respect to Class A
Common Stock.

               (t)  "Effective Termination" means the occurrence after a
                     ---------------------
Corporate Transaction, Change in Control or a Related Entity Disposition of any
of the following events or conditions:

                       (i)   (A) a change in the Grantee's status, title,
position or responsibilities which represents an adverse change from the
Grantee's status, title, position or responsibilities as in effect at any time
within six (6) months preceding the date of a Corporate Transaction, Change in
Control or Related Entity Disposition or at any time thereafter or (B) the
assignment to the Grantee of any duties or responsibilities which are
inconsistent with the Optionee's status, title, position or responsibilities as
in effect at any time within six (6) months preceding the date of a Corporate
Transaction, Change in Control or Related Entity Disposition or at any time
thereafter;

                       (ii)  reduction in the Grantee's base salary to a level
below that in effect at any time within six (6) months preceding the date of a
Corporate Transaction, Change in Control or Related Entity Disposition or at any
time thereafter; or

                       (iii) requiring the Grantee to be based at any place
outside a 50-mile radius from the Grantee's job location or residence prior to
the Corporate Transaction, Change in Control or Related Entity Disposition,
except for reasonably required travel on business which is not materially
greater than such travel requirements prior to the Corporate Transaction, Change
in Control or Related Entity Disposition.

               (u)  "Employee" means any person, including an Officer or
                     --------
Director, who is an employee of the Company or any Related Entity. The payment
of a director's fee by the Company or a Related Entity shall not be sufficient
to constitute "employment" by the Company.

               (v)  "Exchange Act" means the Securities Exchange Act of 1934, as
                     ------------
amended.

               (w)  "Fair Market Value" means, as of any date, the value of
                     -----------------
Class A Common Stock determined as follows:

                       (i)   Where there exists a public market for the Class A
Common Stock, the Fair Market Value shall be (A) the closing price for a Share
for the last market trading day prior to the time of the determination (or, if
no closing price was reported on that date, on the last trading date on which a
closing price was reported) on the stock exchange determined by the
Administrator to be the primary market for the Class A Common Stock or the
Nasdaq National Market, whichever is applicable or (B) if the Class A Common
Stock is not traded on any such exchange or national market system, the average
of the closing bid and asked prices of a Share on the Nasdaq Small Cap Market
for the day prior to the time of the determination (or, if no such prices were
reported on that date, on the last date on which such prices were reported), in
each case, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or

                       (ii)  In the absence of an established market for the
Class A Common Stock of the type described in (i), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith.

               (x)  "Grantee" means an Employee, Director or Consultant who
                     -------
receives an Award pursuant to an Award Agreement under the Plan.

               (y)  "Incentive Stock Option" means an Option intended to qualify
                     ----------------------
as an incentive stock option within the meaning of Section 422 of the Code.

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               (z)  "Non-Qualified Stock Option" means an Option not intended to
                     --------------------------
qualify as an Incentive Stock Option.

               (aa) "Officer" means a person who is an officer of the Company or
                     -------
a Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

               (bb) "Option" means an option to purchase Shares pursuant to an
                     ------
Award Agreement granted under the Plan.

               (cc) "Parent" means a "parent corporation," whether now or
                     ------
hereafter existing, as defined in Section 424(e) of the Code.

               (dd) "Performance Shares" means Shares or an Award denominated in
                     ------------------
Shares which may be earned in whole or in part upon attainment of performance
criteria established by the Administrator.

               (ee) "Performance Units" means an Award which may be earned in
                     -----------------
whole or in part upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities or a
combination of cash, Shares or other securities as established by the
Administrator.

               (ff) "Plan" means this 1999 Stock Incentive Plan.
                     ----

               (gg) "Registration Date" means the first to occur of (i) the
                     -----------------
closing of the first sale to the general public of (A) the Class A Common Stock
or (B) the same class of securities of a successor corporation (or its Parent)
issued pursuant to a Corporate Transaction in exchange for or in substitution of
the Class A Common Stock, pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended; and (ii) in the event of a Corporate
Transaction, the date of the consummation of the Corporate Transaction if the
same class of securities of the successor corporation (or its Parent) issuable
in such Corporate Transaction shall have been sold to the general public
pursuant to a registration statement filed with and declared effective by, on or
prior to the date of consummation of such Corporate Transaction, the Securities
and Exchange Commission under the Securities Act of 1933, as amended.

               (hh) "Related Entity" means any Parent, Subsidiary and any
                     --------------
business, corporation, partnership, limited liability company or other entity in
which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly.

               (ii) "Related Entity Disposition" means the sale, distribution or
                     --------------------------
other disposition by the Company, a Parent or a Subsidiary of all or
substantially all of the interests of the Company, a Parent or a Subsidiary in
any Related Entity effected by a sale, merger or consolidation or other
transaction involving that Related Entity or the sale of all or substantially
all of the assets of that Related Entity.

               (jj) "Restricted Stock" means Shares issued under the Plan to the
                     ----------------
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Administrator.

               (kk) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
                     ----------
Act or any successor thereto.

               (ll) "SAR" means a stock appreciation right entitling the Grantee
                     ---
to Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Class A Common Stock.

               (mm) "Share" means a share of the Class A Common Stock.
                     -----

               (nn) "Subsidiary" means a "subsidiary corporation," whether now
                     ----------
or hereafter existing, as defined in Section 424(f) of the Code.

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     3.   Stock Subject to the Plan.
          -------------------------

               (a)  Subject to the provisions of Section 10, below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is 3,000,000 Shares, plus an annual increase to be
added on the first day of the Company's fiscal year beginning in 2000 of the
number of Shares equal to five (5%) of the number of shares of all classes of
common stock of the Company outstanding as of such date or a lesser number of
Shares determined by the Administrator, less the number of Shares issued or
subject to options outstanding under the Company's 2000 Nonstatutory Stock
Option Plan from time to time. Notwithstanding the foregoing, subject to the
provisions of Section 10, below, of the number of Shares specified above, the
maximum aggregate number of Shares available for grant of Incentive Stock
Options shall be 1,500,000 Shares, plus an annual increase to be added on the
first day of the Company's fiscal year beginning in 2000 of the number of Shares
equal to the lesser of (i) 500,000 Shares, (ii) two percent (2%) of the number
of shares of all classes of common stock of the Company outstanding as of such
date, or (iii) a lesser number of Shares determined by the Administrator. The
Shares to be issued pursuant to Awards may be authorized, but unissued, or
reacquired Class A Common Stock.

               (b)  Any Shares covered by an Award (or portion of an Award)
which is forfeited or canceled, expires or is settled in cash, shall be deemed
not to have been issued for purposes of determining the maximum aggregate number
of Shares which may be issued under the Plan. If any unissued Shares are
retained by the Company upon exercise of an Award in order to satisfy the
exercise price for such Award or any withholding taxes due with respect to such
Award, such retained Shares subject to such Award shall become available for
future issuance under the Plan (unless the Plan has terminated). Shares that
actually have been issued under the Plan pursuant to an Award shall not be
returned to the Plan and shall not become available for future issuance under
the Plan, except that if unvested Shares are forfeited, or repurchased by the
Company at their original purchase price, such Shares shall become available for
future grant under the Plan.

     4.   Administration of the Plan.
          --------------------------

               (a)  Plan Administrator.
                    ------------------

                       (i)   Administration with Respect to Directors and
                             --------------------------------------------
Officers. With respect to grants of Awards to Directors or Employees who are
--------
also Officers or Directors of the Company, the Plan shall be administered by (A)
the Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws and to permit
such grants and related transactions under the Plan to be exempt from Section
16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board.

                       (ii)  Administration With Respect to Consultants and
                             ----------------------------------------------
Other Employees. With respect to grants of Awards to Employees or Consultants
---------------
who are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable
Laws. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. The Board may authorize one or
more Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

                       (iii) Administration Errors.  In the event an Award is
                             ---------------------
granted in a manner inconsistent with the provisions of this subsection (a),
such Award shall be presumptively valid as of its grant date to the extent
permitted by the Applicable Laws.

               (b)  Powers of the Administrator.  Subject to Applicable Laws and
                    ---------------------------
the provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion:

                       (i)   to select the Employees, Directors and Consultants
to whom Awards may be granted from time to time hereunder;

                       (ii)  to determine whether and to what extent Awards are
granted hereunder;

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<PAGE>

                       (iii)  to determine the number of Shares or the amount of
other consideration to be covered by each Award granted hereunder;

                       (iv)   to approve forms of Award Agreements for use under
the Plan;

                       (v)    to determine the terms and conditions of any Award
granted hereunder;

                       (vi)   to amend the terms of any outstanding Award
granted under the Plan, provided that any amendment that would adversely affect
the Grantee's rights under an outstanding Award shall not be made without the
Grantee's written consent;

                       (vii)  to construe and interpret the terms of the Plan
and Awards granted pursuant to the Plan, including without limitation, any
notice of Award or Award Agreement, granted pursuant to the Plan;

                       (viii) to establish additional terms, conditions, rules
or procedures to accommodate the rules or laws of applicable foreign
jurisdictions and to afford Grantees favorable treatment under such laws;
provided, however, that no Award shall be granted under any such additional
terms, conditions, rules or procedures with terms or conditions which are
inconsistent with the provisions of the Plan; and

                       (ix)   to take such other action, not inconsistent with
the terms of the Plan, as the Administrator deems appropriate.

               (c)  Effect of Administrator's Decision.  All decisions,
                    ----------------------------------
determinations and interpretations of the Administrator shall be conclusive and
binding on all persons.

     5.   Eligibility.  Awards other than Incentive Stock Options may be granted
          -----------
to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company, a Parent or a Subsidiary. An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.

     6.   Terms and Conditions of Awards.
          ------------------------------

               (a)  Type of Awards.  The Administrator is authorized under the
                    --------------
Plan to award any type of arrangement to an Employee, Director or Consultant
that is not inconsistent with the provisions of the Plan and that by its terms
involves or might involve the issuance of (i) Shares, (ii) an Option, a SAR or
similar right with a fixed or variable price related to the Fair Market Value of
the Shares and with an exercise or conversion privilege related to the passage
of time, the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions, or (iii) any other security with the
value derived from the value of the Shares. Such awards include, without
limitation, Options, SARs, sales or bonuses of Restricted Stock, Dividend
Equivalent Rights, Performance Units or Performance Shares, and an Award may
consist of one such security or benefit, or two (2) or more of them in any
combination or alternative.

               (b)  Designation of Award.  Each Award shall be designated in the
                    --------------------
Award Agreement. In the case of an Option, the Option shall be designated as
either an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Non-Qualified Stock Options. For
this purpose, Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be
determined as of the date the Option with respect to such Shares is granted.

               (c)  Conditions of Award.  Subject to the terms of the Plan, the
                    -------------------
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule,

                                       6
<PAGE>

repurchase provisions, rights of first refusal, forfeiture provisions, form of
payment (cash, Shares, or other consideration) upon settlement of the Award,
payment contingencies, and satisfaction of any performance criteria. The
performance criteria established by the Administrator may be based on any one
of, or combination of, increase in share price, earnings per share, total
stockholder return, return on equity, return on assets, return on investment,
net operating income, cash flow, revenue, economic value added, personal
management objectives, or other measure of performance selected by the
Administrator. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.

               (d)  Acquisitions and Other Transactions.  The Administrator may
                    -----------------------------------
issue Awards under the Plan in settlement, assumption or substitution for,
outstanding awards or obligations to grant future awards in connection with the
Company or a Related Entity acquiring another entity, an interest in another
entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.

               (e)  Deferral of Award Payment.  The Administrator may establish
                    -------------------------
one or more programs under the Plan to permit selected Grantees the opportunity
to elect to defer receipt of consideration upon exercise of an Award,
satisfaction of performance criteria, or other event that absent the election
would entitle the Grantee to payment or receipt of Shares or other consideration
under an Award. The Administrator may establish the election procedures, the
timing of such elections, the mechanisms for payments of, and accrual of
interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral
program.

               (f)  Award Exchange Programs. The Administrator may establish one
                    -----------------------
or more programs under the Plan to permit selected Grantees to exchange an Award
under the Plan for one or more other types of Awards under the Plan on such
terms and conditions as determined by the Administrator from time to time.

               (g)  Separate Programs.  The Administrator may establish one or
                    -----------------
more separate programs under the Plan for the purpose of issuing particular
forms of Awards to one or more classes of Grantees on such terms and conditions
as determined by the Administrator from time to time.

               (h)  Early Exercise.  The Award Agreement may, but need not,
                    --------------
include a provision whereby the Grantee may elect at any time while an Employee,
Director or Consultant to exercise any part or all of the Award prior to full
vesting of the Award. Any unvested Shares received pursuant to such exercise may
be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be appropriate.

               (i)  Term of Award.  The term of each Award shall be the term
                    -------------
stated in the Award Agreement, provided, however, that the term of an Incentive
Stock Option shall be no more than ten (10) years from the date of grant
thereof. However, in the case of an Incentive Stock Option granted to a Grantee
who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in
the Award Agreement.

               (j)  Transferability of Awards.  Incentive Stock Options may not
                    -------------------------
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee; provided,
however, that the Grantee may designate a beneficiary of the Grantee's Incentive
Stock Option in the event of the Grantee's death on a beneficiary designation
form provided by the Administrator. Other Awards shall be transferable to the
extent provided in the Award Agreement.

               (k)  Time of Granting Awards. The date of grant of an Award shall
                    -----------------------
for all purposes be the date on which the Administrator makes the determination
to grant such Award, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee, Director or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

     7.   Award Exercise or Purchase Price, Consideration, Taxes and Reload
          -----------------------------------------------------------------
Options.
-------

                                       7
<PAGE>

               (a)  Exercise or Purchase Price.  The exercise or purchase price,
                    --------------------------
if any, for an Award shall be as follows:

                       (i)   In the case of an Incentive Stock Option:

                             (A) granted to an Employee who, at the time of the
grant of such Incentive Stock Option owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be not less than one
hundred ten percent (110%) of the Fair Market Value per Share on the date of
grant; or

                             (B) granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant.

                       (ii)  In the case of other Awards, such price as is
determined by the Administrator.

                       (iii) Notwithstanding the foregoing provisions of this
Section 7(a), in the case of an Award issued pursuant to Section 6(d), above,
the exercise or purchase price for the Award shall be determined in accordance
with the principles of Section 424(a) of the Code.

               (b)  Consideration. Subject to Applicable Laws, the consideration
                    -------------
to be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant).  In  addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares
issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or other
legal consideration permitted by the Delaware General Corporation Law:

                       (i)   cash;

                       (ii)  check;

                       (iii) delivery of Grantee's promissory note with such
recourse, interest, security, and redemption provisions as the Administrator
determines as appropriate;

                       (iv)  if the exercise or purchase occurs on or after the
Registration Date, surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator may require
(including withholding of Shares otherwise deliverable upon exercise of the
Award) which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate exercise price of the Shares as to which said Award shall
be exercised (but only to the extent that such exercise of the Award would not
result in an accounting compensation charge with respect to the Shares used to
pay the exercise price unless otherwise determined by the Administrator);

                       (v)   with respect to Options, if the exercise occurs on
or after the Registration Date, payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate sale
of some or all of the purchased Shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (B) shall provide
written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale
transaction; or

                       (vi)  any combination of the foregoing methods of
payment.

               (c)  Taxes.  No Shares shall be delivered under the Plan to any
                    -----
Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign,

                                       8
<PAGE>

federal, state, or local income and employment tax withholding obligations,
including, without limitation, obligations incident to the receipt of Shares or
the disqualifying disposition of Shares received on exercise of an Incentive
Stock Option. Upon exercise of an Award, the Company shall withhold or collect
from Grantee an amount sufficient to satisfy such tax obligations.

               (d)  Reload Options.  In the event the exercise price or tax
                    --------------
withholding of an Option is satisfied by the Company or the Grantee's employer
withholding Shares otherwise deliverable to the Grantee, the Administrator may
issue the Grantee an additional Option, with terms identical to the Award
Agreement under which the Option was exercised, but at an exercise price as
determined by the Administrator in accordance with the Plan.

     8.   Exercise of Award.
          -----------------

               (a)  Procedure for Exercise; Rights as a Stockholder.
                    -----------------------------------------------

                       (i)   Any Award granted hereunder shall be exercisable at
such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.

                       (ii)  An Award shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Award by the person entitled to exercise the Award and full
payment for the Shares with respect to which the Award is exercised, including,
to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(v). Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to Shares subject to an Award,
notwithstanding the exercise of an Option or other Award. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of
the Award. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in the Award Agreement or Section 10, below.

               (b)  Exercise of Award Following Termination of Continuous
                    -----------------------------------------------------
Service.
-------

                       (i)   An Award may not be exercised after the termination
date of such Award set forth in the Award Agreement and may be exercised
following the termination of a Grantee's Continuous Service only to the extent
provided in the Award Agreement.

                       (ii)  Where the Award Agreement permits a Grantee to
exercise an Award following the termination of the Grantee's Continuous Service
for a specified period, the Award shall terminate to the extent not exercised on
the last day of the specified period or the last day of the original term of the
Award, whichever occurs first.

                       (iii) Any Award designated as an Incentive Stock Option
to the extent not exercised within the time permitted by law for the exercise of
Incentive Stock Options following the termination of a Grantee's Continuous
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms
for the period specified in the Award Agreement.

               (c)  Buyout Provisions.  The Administrator may at any time offer
                    -----------------
to buy out for a payment in cash or Shares, an Award previously granted, based
on such terms and conditions as the Administrator shall establish and
communicate to the Grantee at the time that such offer is made.

     9.   Conditions Upon Issuance of Shares.
          ----------------------------------

               (a)  Shares shall not be issued pursuant to the exercise of an
Award unless the exercise of such Award and the issuance and delivery of such
Shares pursuant thereto shall comply with all Applicable Laws, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

                                       9
<PAGE>

               (b)  As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.

     10.  Adjustments Upon Changes in Capitalization.  Subject to any required
          ------------------------------------------
action by the shareholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, as well as any other terms that the Administrator determines
require adjustment shall be proportionately adjusted for (i) any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares, or
any similar transaction affecting the Shares, (ii) any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Administrator may determine in its
discretion, any other transaction with respect to Class A Common Stock to which
Section 424(a) of the Code applies or a similar transaction; provided, however
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Administrator and its determination shall be final, binding and
conclusive. Except as the Administrator determines, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason hereof shall be made
with respect to, the number or price of Shares subject to an Award.

     11.  Corporate Transactions/Changes in Control/Related Entity Dispositions.
          ---------------------------------------------------------------------
Except as may be provided in an Award Agreement:


     In the event of any Corporate Transaction, each Award which is at the time
               outstanding under the Plan automatically shall become vested and
               exercisable and be released from any restrictions on transfer
               (other than transfer restrictions applicable to Incentive Stock
               Options) and repurchase or forfeiture rights, immediately prior
               to the specified effective date of such Corporate Transaction, as
               to one half (1/2) of the then unvested Shares at the time
               represented by such Award. Effective upon the consummation of the
               Corporate Transaction, all outstanding Awards under the Plan
               shall terminate. However, all such Awards shall not terminate if
               the Awards are, in connection with the Corporate Transaction,
               assumed by the successor corporation or Parent thereof. In
               addition, an outstanding Award under the Plan shall not so
               partially vest and be exercisable and released from such
               limitations if and to the extent: (i) such Award is, in
               connection with the Corporate Transaction, either assumed by the
               successor corporation or Parent thereof or replaced with a
               comparable Award with respect to shares of the capital stock of
               the successor corporation or Parent thereof or (ii) such Award is
               to be replaced with a cash incentive program of the successor
               corporation which preserves the compensation element of such
               Award existing at the time of the Corporate Transaction and
               provides for subsequent payout in accordance with the same
               vesting schedule applicable to such Award; provided, however,
               that such Award (if assumed), the replacement Award (if
               replaced), or the cash incentive program automatically shall
               become vested, exercisable and payable and be released from any
               restrictions on transfer (other than transfer restrictions
               applicable to Incentive Stock Options) and repurchase or
               forfeiture rights as to one half (1/2) of the then unvested
               shares (or cash payments) at the time represented by such Award
               immediately upon the Grantee incurring an Effective Termination
               or upon termination of the Grantee's Continuous Service
               (substituting the successor employer corporation for "Company or
               Related Entity" for the definition of "Continuous Service") if
               such Continuous Service is terminated by the successor company
               without Cause or the Grantee incurs such Effective Termination
               within twelve (12) months of the Corporate Transaction. The
               determination of Award comparability above shall be made by the
               Administrator, and its determination shall be final, binding and
               conclusive.

     Following a Change in Control (other than a Change in Control which also is
               a Corporate Transaction) and (i) upon the termination of the
               Continuous Service of a Grantee if such Continuous Service is
               terminated by the Company or Related Entity without Cause within
               twelve (12) months of a

                                       10
<PAGE>

               Change in Control or (ii) upon the Grantee incurring an Effective
               Termination within twelve (12) months of a Change in Control,
               each Award of such Grantee which is at the time outstanding under
               the Plan automatically shall become vested and exercisable and be
               released from any restrictions on transfer (other than transfer
               restrictions applicable to Incentive Stock Options) and
               repurchase or forfeiture rights as to one half (1/2) of the then
               unvested Shares at the time represented by such Award,
               immediately upon the termination of such Continuous Service or
               the date on which the Grantee incurs an Effective Termination.

     Effective upon the consummation of a Related Entity Disposition, for
               purposes of the Plan and all Awards, the Continuous Service of
               each Grantee who is at the time engaged primarily in service to
               the Related Entity involved in such Related Entity Disposition
               shall be deemed to terminate and each Award of such Grantee which
               is at the time outstanding under the Plan automatically shall
               become vested and exercisable and be released from any
               restrictions on transfer (other than transfer restrictions
               applicable to Incentive Stock Options) and repurchase or
               forfeiture rights as to one half (1/2) of the unvested Shares at
               the time represented by such Award and be exercisable in
               accordance with the terms of the Award Agreement evidencing such
               Award. However, such Continuous Service shall be not be deemed to
               terminate if such Award is, in connection with the Related Entity
               Disposition, assumed by the successor entity or its Parent. In
               addition, such Continuous Service shall not be deemed to
               terminate and an outstanding Award under the Plan shall not so
               partially vest and be exercisable and released from such
               limitations if and to the extent: (i) such Award is, in
               connection with the Related Entity Disposition, either to be
               assumed by the successor entity or its parent or to be replaced
               with a comparable Award with respect to interests in the
               successor entity or its parent or (ii) such Award is to be
               replaced with a cash incentive program of the successor entity
               which preserves the compensation element of such Award existing
               at the time of the Related Entity Disposition and provides for
               subsequent payout in accordance with the same vesting schedule
               applicable to such Award; provided, however, that such Award (if
               assumed), the replacement Award (if replaced), or the cash
               incentive program automatically shall become vested, exercisable
               and payable and be released from any restrictions on transfer
               (other than transfer restrictions applicable to Incentive Stock
               Options) and repurchase or forfeiture rights as to one half (1/2)
               of the then unvested shares (or cash payments) at the time
               represented by such Award immediately upon the Grantee incurring
               an Effective Termination or upon termination of the Grantee's
               Continuous Service (substituting the successor employer entity
               for "Company or Related Entity" for the definition of "Continuous
               Service") if such Continuous Service is terminated by the
               successor entity without Cause or the Grantee incurs such
               Effective Termination within twelve (12) months of the Related
               Entity Disposition. The determination of Award comparability
               above shall be made by the Administrator, and its determination
               shall be final, binding and conclusive.

     The portion of any Incentive Stock Option accelerated under this Section 11
               in connection with a Corporate Transaction, Change in Control or
               Related Entity Disposition shall remain exercisable as an
               Incentive Stock Option under the Code only to the extent the
               $100,000 dollar limitation of Section 422(d) of the Code is not
               exceeded. To the extent such dollar limitation is exceeded, the
               accelerated excess portion of such Option shall be exercisable as
               a Non-Qualified Stock Option.

     12.  Effective Date and Term of Plan.  The Plan shall become effective
          -------------------------------
upon the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated.  Subject to Section 17, below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.

     13.  Amendment, Suspension or Termination of the Plan.
          ------------------------------------------------

               (a) The Board may at any time amend, suspend or terminate the
Plan. To the extent necessary to comply with Applicable Laws, the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a
degree as required.

                                       11
<PAGE>

               (b) No Award may be granted during any suspension of the Plan or
after termination of the Plan.

               (c) Any amendment, suspension or termination of the Plan
(including termination of the Plan under Section 12, above) shall not affect
Awards already granted, and such Awards shall remain in full force and effect as
if the Plan had not been amended, suspended or terminated, unless mutually
agreed otherwise between the Grantee and the Administrator, which agreement must
be in writing and signed by the Grantee and the Company.

     14.  Reservation of Shares.
          ---------------------

               (a) The Company, during the term of the Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

               (b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

     15.  No Effect on Terms of Employment/Consulting Relationship.  The Plan
          --------------------------------------------------------
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the Company's right to terminate the Grantee's Continuous Service at any time,
with or without cause.

     16.  No Effect on Retirement and Other Benefit Plans.  Except as
          -----------------------------------------------
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation.  The
Plan is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement
Income Security Act of 1974, as amended.

     17.  Stockholder Approval.  The grant of Incentive Stock Options under
          --------------------
the Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock
Options pursuant to Section 424(a) of the Code.  Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws.  The
Administrator may grant Incentive Stock Options under the Plan prior to approval
by the stockholders, but until such approval is obtained, no such Incentive
Stock Option shall be exercisable.  In the event that stockholder approval is
not obtained within the twelve (12) month period provided above, all Incentive
Stock Options previously granted under the Plan shall be exercisable as Non-
Qualified Stock Options.

     18.  Limitation of Award Grants to Executive Officers.  The Company may
          ------------------------------------------------
not in any one fiscal year grant Awards under the Plan for more than 750,000
shares to any executive officer of the Company.

                                       12