<PAGE>

                                                                     EXHIBIT 4.1


                        INDYMAC MORTGAGE HOLDINGS, INC.
                           2000 STOCK INCENTIVE PLAN


     1.   Purpose of Plan.  The purpose of this 2000 Stock Incentive Plan
          ---------------
("Plan") of IndyMac Mortgage Holdings, Inc., a Delaware corporation (the
"Company"), is to enable the Company and any of its subsidiaries or affiliates
to attract, retain and motivate their employees, consultants, agents, officers
and directors by providing incentives related to equity interests in and the
financial performance of the Company.

     2.   Persons Eligible Under Plan.  Any person, including any director of
          ---------------------------
the Company or any of its subsidiaries or affiliates, who is an officer or
employee of the Company or any of its subsidiaries or affiliates or an
individual who performs services for the Company or any of its subsidiaries or
affiliates of a nature similar to those performed by officers or employees, such
as consultants and agents (any of the foregoing, an "Employee") shall be
eligible to be considered for the grant of an Award (as defined in Section 5
below) or Awards under Section 5 of this Plan.  Members of the Board of
Directors of the Company (the "Board"), and members of the boards of directors
of any of the Company's subsidiaries or affiliates who are not officers or
employees of the Company or any of its subsidiaries or affiliates ("Non-Employee
Directors") shall be eligible to receive Awards under this Plan only in the form
of nonqualified stock options granted automatically under the provisions of
Section 10 of this Plan ("Director Options").

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

          (a) ISO Limit.  The maximum number of Common Shares, $0.01 par value
              ---------
     per share, of the Company (the "Common Shares") that may be issued pursuant
     to options intended to qualify as incentive stock options ("Incentive Stock
     Options") under Section 422 of the Internal Revenue Code of 1986, as
     amended (the "Code"), granted under this Plan is 5,000,000, and provided
     further that, except as otherwise provided herein, the aggregate Fair
     Market Value (as defined in Section 10) of Common Shares with respect to
     which options intended to qualify as Incentive Stock Options are
     exercisable for the first time by any individual during any calendar year
     shall not exceed the limit, if any, set forth in Section 422(d) of the Code
     or any successor provision thereto.  For purposes of this subsection (a),
     the Fair Market Value (as defined in Section 10) of any Common Shares shall
     be determined as of the time the Incentive Stock Option with respect to the
     Common Shares is granted.  Pursuant to Section 422(a)(2) of the Code, only
     employees (as that term is used in Section 422(a)(2) of the Code) of the
     Company or the Company's wholly-owned subsidiaries may receive options
     intended to qualify as Incentive Stock Options under this Plan.
<PAGE>

          (b) Aggregate/Individual Share Limit.
              --------------------------------

              (i)   The maximum number of Common Shares that may be issued
          pursuant to all Awards (including Incentive Stock Options, as set
          forth in subsection (a) above) granted under this Plan, other than
          Common Shares that are issued pursuant to Awards and subsequently
          reacquired by the Company pursuant to the terms and conditions of such
          Awards ("Reacquired Common Shares"), is 5,000,000, subject to
          adjustment as provided in or pursuant to Section 6 or 10 hereof (such
          maximum number, as so adjusted, shall be referred to as the "Share
          Limit").

              (ii)  Notwithstanding anything contained herein to the contrary,
          the aggregate number of Common Shares subject to options, stock
          appreciation rights, and awards of restricted stock granted during any
          calendar year to any individual shall be limited to 1,000,000.


          (c) Share Reservation.  No Award may be granted under this Plan
              -----------------
     unless, on the date of grant, the sum of (i) the maximum number of Common
     Shares issuable at any time pursuant to such Award, plus (ii) the number of
     Common Shares that have previously been issued pursuant to Awards granted
     under this Plan, other than Reacquired Common Shares available for reissue,
     plus (iii) the maximum number of Common Shares that may be issued at any
     time after such date of grant pursuant to Awards that are outstanding on
     such date, does not exceed the Share Limit.  Common Shares distributed
     under the Plan may be treasury shares, authorized but unissued shares or
     shares purchased in the open market for this purpose.

          (d) Reissue of Awards and Common Shares.  Awards payable in cash or
              -----------------------------------
     Common Shares that are forfeited or for any reason are not so paid under
     this Plan, as well as Common Shares subject to Awards that expire or for
     any reason are terminated and are not issued or constitute Reacquired
     Common Shares, shall again be available for subsequent Awards under the
     Plan.

          (e) Fractional Shares/Minimum Issue.  Fractional share interests shall
              -------------------------------
     be disregarded, but may be accumulated.  No fewer than 100 Common Shares
     may be purchased on exercise of any option granted under this Plan
     ("Option") at one time unless the number purchased is the total number at
     the time available for purchase under the Option.

          (f) Privileges of Stock Ownership.  Except as otherwise expressly
              -----------------------------
     authorized by this Plan, an Award recipient shall not be entitled to any
     privilege of stock ownership as to any Common Shares subject to an Option
     granted under this Plan prior to the satisfaction of all conditions to the
     valid exercise of the Option.

                                       2
<PAGE>

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

          (a)  The Committee.  Except for the provisions of Section 10 (which to
               -------------
     the maximum extent feasible shall be self-effectuating), this Plan shall be
     administered by a committee of the Board (the "Committee") consisting of
     two or more directors, each of whom is a "Non-Employee Director," as such
     term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), and an "Outside Director," as such term is
     defined for purposes of Section 162(m) of the Code.

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

               (i)   adopt, amend and rescind rules and regulations relating to
          this Plan;

               (ii)  determine which persons meet the requirements of Section 2
          hereof for eligibility under this Plan and to which of such eligible
          persons, if any, Awards will be granted hereunder;

               (iii) grant Awards to eligible persons and determine the terms
          and conditions thereof, including, but not limited to, the number of
          Common Shares issuable pursuant thereto, the time not more than ten
          (10) years after the date of an Award at which time the Award shall
          expire or (if not vested) terminate, and the conditions upon which
          Awards become exercisable or vest or shall expire or terminate, and
          the consideration, if any, to be paid upon receipt, exercise or
          vesting of Awards;

               (iv)  determine whether, and the extent to which, adjustments
          are required pursuant to Section 6 hereof;

               (v)   interpret and construe this Plan and the terms and
          conditions of any Award granted under Section 5, whether before or
          after the date set forth in Section 7; and

               (vi)  determine the circumstances under which, consistent with
          the provisions of Section 7, any outstanding Award under Section 5 may
          be amended;

     which authority (except as to clauses (ii) and (iii) above) shall remain in
     effect so long as any Award remains outstanding under this Plan.

          (c)  Specific Committee Responsibility and Discretion Regarding
               ----------------------------------------------------------
     Awards. Subject to the express provisions of this Plan, the Committee, in
     ------
     its sole

                                       3
<PAGE>

     and absolute discretion, shall determine all of the terms and conditions of
     each Award granted under Section 5 of this Plan, which terms and conditions
     may include, subject to such limitations as the Committee may from time to
     time impose, among other things, provisions that:

               (i)   permit the recipient of such Award, including any recipient
          who is a director or officer of the Company, to pay the purchase price
          of the Common Shares or other property issuable pursuant to such
          Award, or such recipient's tax withholding obligation upon such
          issuance or in respect of such Award or Shares, in whole or in part,
          by any one or more of the following:

                     (A)  the delivery of previously owned shares of capital
               stock of the Company (including shares acquired as or pursuant to
               Awards) then having been owned by the recipient for at least six
               (6) months (or such other period required under applicable law)
               or the delivery of other property, or

                     (B)  the delivery of a promissory note, under any
               applicable financing plan or on such other terms and conditions,
               as in either case authorized by the Committee, consistent with
               applicable law;

               (ii)  accelerate the receipt of benefits pursuant to such Award
          upon the occurrence of specified events, including, without
          limitation, a change of control of the Company, an acquisition of a
          specified percentage of the voting power of the Company, the
          dissolution or liquidation of the Company, a sale of substantially all
          of the property and assets of the Company or an event of the type
          described in Section 6 hereof, or pursuant to the provisions of an
          employment contract not inconsistent with the terms of this Plan, or
          in other circumstances or upon the occurrence of other events as
          deemed appropriate by the Committee;

               (iii) qualify such Award as an Incentive Stock Option;

               (iv)  extend the exercisability or term of any or all such
          outstanding Awards, change the price of any or all such outstanding
          Awards or otherwise change previously imposed terms and conditions, in
          the specified events described in clause (ii) above or in other
          circumstances or upon the occurrence of other events as deemed
          appropriate by the Committee, in each case subject to Section 7;

               (v)   authorize the conversion, succession or substitution of
          outstanding Awards under Section 5 upon the occurrence of any event of
          the type described in Section 6, or in other circumstances or upon the
          occurrence of other events as deemed appropriate by the Committee;
          and/or

                                       4
<PAGE>

               (vi) provide for automatic grants of Awards or successive Awards.

          (d)  Binding Determinations.  Any action taken by, or inaction of, the
               ----------------------
     Company, the Board or the Committee relating or pursuant to this Plan shall
     be within the absolute discretion of that entity or body and shall be
     conclusive and binding upon all persons.  No member of the Board or officer
     of the Company shall be liable for any such action or inaction of the
     entity or body, of another person or, except in circumstances involving bad
     faith, of himself or herself.

          (e)  Reliance on Experts.  In making any determination or in taking or
               -------------------
     not taking any action under this Plan, the Board and the Committee may
     obtain and may rely upon the advice of experts, including professional
     advisors to the Company.  No director, officer or agent of the Company
     shall be liable for any such action or determination taken or made or
     omitted in good faith.

          (f)  Delegation.  The Committee may delegate ministerial, non-
               ----------
     discretionary functions to individuals who are officers or employees of the
     Company.  The Committee also may delegate to certain officer(s) of the
     Company the authority to grant Awards pursuant to Section 5 of the Plan,
     provided that such delegation is set forth in writing and includes all
     --------
     applicable limitations and parameters to such Awards, and provided further
                                                               -------- -------
     that such Awards are subsequently ratified by the Committee.

     5.   Awards.
          ------

          (a)  Types of Awards.  The Committee, on behalf of the Company, is
               ---------------
     authorized under this Plan to enter into any type of arrangement with an
     Employee that is not inconsistent with the provisions of this Plan and that
     by its terms, involves or might involve the issuance of (i) Common Shares,
     (ii) an option, warrant, convertible security, stock appreciation right or
     similar right with an exercise or conversion privilege at a fixed or
     variable price related to the Common Shares or other equity securities of
     the Company and/or the passage of time, the occurrence of one or more
     events, or the satisfaction of performance criteria or other conditions, or
     any combination of these variables, or any similar security contemplated by
     subsection (b) below, or (iii) any similar security with a value derived
     from the value of the Common Shares or other equity securities of the
     Company, all of which may or may not involve the payment of cash
     consideration, subject to subsection (e) below.  The authorization of any
     such arrangement (including any benefits described in Section 5(e)) is
     referred to herein as the grant of an "Award".  The date of grant may be at
     or after (but not before) the date the Committee authorizes the Award.  All
     Awards shall be evidenced by a writing with a schedule memorializing the
     grant of the Award to the recipient and setting forth certain specifics
     with respect to the terms and conditions of the Award ("Award Memorandum").

                                       5
<PAGE>

          (b)  Form of Awards.  Awards are not restricted to any specified form
               --------------
     or structure and may include, without limitation, sales or bonuses of
     stock, restricted stock, performance restricted stock, stock options,
     reload stock options, stock purchase warrants, other rights to acquire
     stock, securities convertible into or redeemable for stock, stock
     appreciation rights, limited stock appreciation rights, phantom stock,
     dividend equivalents, performance units or performance shares, and an Award
     may consist of one such security or benefit, or two or more of them in any
     combination or alternative.  In addition, any Award that is intended to
     qualify as an Incentive Stock Option will automatically be converted into a
     non-qualified stock option to the extent that such Award does not satisfy
     any applicable requirement under Section 422 of the Code.

          (c)  Restricted Stock Awards.  If expressly provided by the Committee,
               -----------------------
     and without limiting subsection (b) above, Awards of restricted Common
     Shares ("Restricted Stock") may be made to the holder of any Option, based
     upon dividends or distributions that would have been received had the
     Common Shares covered by the Option been issued and outstanding on the
     applicable dividend record date.  The terms and conditions of any such
     Awards of Restricted Stock shall be determined by the Committee and set
     forth in the applicable Award Memorandum.

          (d)  Time and Method of Exercise. Awards may be exercised in whole or
               ---------------------------
     in part at such time or times as shall be determined by the Committee and
     set forth in the applicable Award Memorandum.  Awards shall be exercised in
     accordance with procedures established by the Committee, subject to Section
     4(c)(i) and any holding periods required under applicable law.

          (e) Price; Consideration; Option Pricing Limit.  Common Shares may be
              ------------------------------------------
     issued pursuant to an Award for any lawful consideration as determined by
     the Committee, including, without limitation, cash, Common Shares (valued
     at then Fair Market Value, as defined in Section 10), or services rendered
     by the recipient of such Award; provided that no Common Shares shall be
                                     --------
     issued for less than the minimum lawful consideration and no Option which
     is intended to be an Incentive Stock Option shall be granted with an
     exercise price that is less than the Fair Market Value (as defined in
     Section 10) of the underlying Common Shares on the date of grant.

          (f)  Effect of Termination of Service or Death; Change in Subsidiary
               ---------------------------------------------------------------
     Status.  Subject to Section 4(c)(ii), and except as otherwise provided in
     ------
     the applicable Award Memorandum or otherwise specified or approved by the
     Committee, each Option and all other rights thereunder, to the extent not
     exercised (whether or not presently exercisable), shall terminate and
     become null and void at such time as the holder of such Option terminates
     service as an Employee, except that:

                                       6
<PAGE>

               (i)   if the holder terminates service as an Employee for a
          reason other than cause (as determined by the Committee in its sole
          discretion), death or permanent and total disability (as defined in
          clause (ii) below), the holder may at any time within a period of
          three months after such termination exercise such Option to the extent
          such Option was exercisable on the date of such termination;

               (ii)  if the holder terminates service as an Employee by reason
          of permanent and total disability (within the meaning of Section
          22(e)(3) of the Code), or if the holder becomes permanently and
          totally disabled within three months after termination described in
          clause (i), the holder may at any time within a period of twelve (12)
          months after such termination exercise such Option to the extent such
          Option was exercisable on the date of such termination; and

               (iii) if the holder terminates service as an Employee by reason
          of death, or within three months after a termination described in
          clauses (i) or (ii), then such Option may be exercised within a period
          of twelve (12) months after the holder's termination of service as an
          Employee, to the extent such Option was exercisable on the date of
          such termination;

     provided, however, that in no event may any such Option be exercised by any
     --------  -------
     holder after its expiration date.

          Notwithstanding any of the foregoing provisions of this subsection
     (f), if the holder of an Option is an Employee of an entity which is a
     subsidiary or affiliate of the Company and such entity ceases to be such a
     subsidiary or affiliate of the Company, such event shall be deemed for
     purposes of this subsection (f) to be a termination of the holder's service
     as an Employee described in clause (i) above.  Absence from work caused by
     military service or authorized sick leave shall not be considered a
     termination of service as an Employee for purposes of this subsection (f).

          (g)  Cash Awards; Loans.  The Committee shall have the express
               ------------------
     authority to create, add or include a cash payment or benefit under this
     Plan, whether in lieu of, in addition to or as an Award or as a component
     of another type of Award, and to make or authorize loans to finance, or to
     otherwise accommodate the financing, acquisition or exercise of an Award or
     the satisfaction of any related tax liability.

          (h)  Transfer Restrictions.  Unless otherwise permitted in the
               ---------------------
     applicable Award Memorandum pursuant to the discretion of the Committee, no
     Award granted hereunder shall be transferable other than by will or the
     laws of descent and distribution or pursuant to a qualified domestic
     relations order.

                                       7
<PAGE>

          (i)  Tax Withholding.  Upon the issuance of Common Shares, the payment
               ---------------
     of cash or any other taxable event in respect of an Award under this Plan,
     such number of shares or amount of cash or other consideration, as the case
     may be, otherwise issuable or payable may be reduced by the amount
     necessary to satisfy the minimum applicable tax withholding requirements
     imposed on the Company or any of its subsidiaries or affiliates in respect
     of such Award or event, all to the extent and in such manner as the
     Committee may determine.

     6.   Adjustments and Acceleration.
          ----------------------------

          (a)  Adjustments.  If (i) the outstanding securities of the class then
               -----------
          subject to this Plan (the "outstanding shares") (A) are increased,
          decreased, exchanged or converted as a result of a stock split
          (including a split in the form of a stock dividend), reverse stock
          split, recapitalization, or similar event or (B) are exchanged for or
          converted into cash, property or a different number or kind of
          securities (or if cash, property or securities are distributed in
          respect of the outstanding shares), as a result of a reorganization,
          merger, consolidation, exchange, recapitalization, restructuring or
          reclassification, or (ii) substantially all of the property and assets
          of the Company are sold as an entirety, or (iii) the Company is
          liquidated and dissolved, then, the Committee (or, in the case of
          Director Options, the Board) shall, in such manner and to such extent
          (if any) as is equitable and appropriate, make proportionate
          adjustments in (x) the number and type of shares or other securities
          or cash or other property that may be acquired pursuant to Options and
          other Awards previously granted under this Plan (and, where
          applicable, the exercise price thereof so as to maintain the same
          aggregate exercise price), (y) the maximum number and type of shares
          or other securities, cash, or property that may be issued or delivered
          pursuant to Options (including Incentive Stock Options and Director
          Options) and other Awards thereafter granted under this Plan, and (z)
          such other terms as necessarily are affected by such event.  In the
          case of an extraordinary distribution, merger, reorganization,
          consolidation, combination, sale of assets, exchange or spin off, the
          Committee (or the Board, in the case of Director Options) may make
          provisions for a substitution or exchange of any or all outstanding
          Options or other Awards or rights (or for the securities, cash or
          property deliverable upon exercise of such outstanding Options or
          other Awards or rights), based upon the distribution or consideration
          payable to holders of the Common Shares of the Company upon or in
          respect of such event.

          (b)  Acceleration.
               ------------

               (i)  The Committee, in the exercise of its reasonable discretion,
          may, but need not, make an affirmative determination in light of all
          circumstances surrounding a transaction or group of related
          transactions

                                       8
<PAGE>

          that a "Change in Control" for purposes of this Plan will either occur
          or not occur. In making any such determination, the Committee shall
          give due consideration, without limitation, to the likely effect of
          such transaction(s) on the makeup of the shareholder base, the Board
          and the senior management of the Company. If the Committee does not
          exercise the right to make this affirmative determination with respect
          to a specific transaction or group of related transactions, then, with
          respect thereto, a "Change in Control" shall be deemed to occur for
          purposes of this Plan upon the occurrence of any one of the following
          events:

                    (A)  An acquisition (other than directly from the Company)
               of any common stock or other "Voting Securities" (as hereinafter
               defined) of the Company by any "Person" (as the term person is
               used for purposes of Sections 13(d) or 14(d) of the Exchange Act,
               immediately after which such Person has "Beneficial Ownership"
               (within the meaning of Rule 13d-3 under the Exchange Act) of
               twenty five percent (25%) or more of the then outstanding shares
               of the Company's common stock or the combined voting power of the
               Company's then outstanding Voting Securities; provided, however,
                                                             --------  -------
               that in determining whether a Change in Control has occurred,
               Voting Securities which are acquired in a "Non-Control
               Acquisition" (as hereinafter defined) shall not constitute an
               acquisition which would cause a Change in Control. For purposes
               of this Plan, (1) "Voting Securities" shall mean the Company's
               outstanding voting securities entitled to vote generally in the
               election of directors and (2) a "Non-Control Acquisition" shall
               mean an acquisition by (a) an employee benefit plan (or a trust
               forming a part thereof) maintained by (x) the Company, or, (y)
               any corporation or other Person of which a majority of its voting
               power or its voting equity securities or equity interest is
               owned, directly or indirectly, by the Company (for purposes of
               this definition, a "Subsidiary"), (b) the Company or any of its
               Subsidiaries, or (c) any Person in connection with a "Non-Control
               Transaction" (as hereinafter defined);

                    (B)  The individuals who as of March 1, 2000 are members of
               the Board (the "Incumbent Board") cease for any reason to
               constitute at least two-thirds of the members of the Board;
               provided, however, that if the election, or nomination for
               --------  -------
               election by the Company's common stockholders, of any new
               director was approved by a vote of at least two-thirds of the
               Incumbent Board, such new director shall, for purposes of this
               Plan, be considered as a member of the Incumbent Board; provided
                                                                       --------
               further, however, that no individual shall be considered a member
               -------  -------
               of the Incumbent Board if such individual initially assumed
               office as a result of

                                       9
<PAGE>

               either an actual or threatened "Election Contest" (as described
               in Rule 14a-11 under the Exchange Act) or other actual or
               threatened solicitation of proxies or consents by or on behalf of
               a Person other than the Board (a "Proxy Contest") including by
               reason of any agreement intended to avoid or settle any Election
               Contest or Proxy Contest; or

                    (C)  The consummation of: (1) A merger, consolidation or
               reorganization involving the Company, unless such merger,
               consolidation or reorganization is a "Non-Control Transaction."
               A "Non-Control Transaction" shall mean a merger, consolidation or
               reorganization of the Company where: (a) the stockholders of the
               Company, immediately before such merger, consolidation or
               reorganization, own directly or indirectly immediately following
               such merger, consolidation or reorganization, at least seventy
               percent (70%) of the combined voting power of the outstanding
               Voting Securities of the corporation resulting from such merger,
               consolidation or reorganization (the "Surviving Corporation") in
               substantially the same proportion as their ownership of the
               Voting Securities immediately before such merger, consolidation
               or reorganization; (b) the individuals who were members of the
               Incumbent Board immediately prior to the execution of the
               agreement providing for such merger, consolidation or
               reorganization constitute at least two-thirds of the members of
               the board of directors of the Surviving Corporation, or in the
               event that, immediately following the consummation of such
               transaction, a corporation beneficially owns, directly or
               indirectly, a majority of the Voting Securities of the Surviving
               Corporation, the board of directors of such corporation; and (c)
               no Person other than (w) the Company, (x) any Subsidiary, (y) any
               employee benefit plan (or any trust forming a part thereof)
               maintained by the Company, the Surviving Corporation, or any
               Subsidiary, or (z) any Person who, immediately prior to such
               merger, consolidation or reorganization had Beneficial Ownership
               of twenty-five percent (25%) or more of the then outstanding
               Voting Securities or common stock of the Company, has Beneficial
               Ownership of twenty-five percent (25%) or more of the combined
               voting power of the Surviving Corporation's then outstanding
               Voting Securities or its common stock;

                              (2)  A complete liquidation or dissolution of the
                              Company,

                              (3)  The sale or other disposition of all or
                    substantially all of the assets of the Company to any Person
                    (other than a transfer to a Subsidiary); or

                                       10
<PAGE>

                    (D)  or any other occurrence or state of facts, whether
               similar or dissimilar to the foregoing, that is determined by the
               Committee to constitute a change in control of the management or
               policies of the Company.

               Notwithstanding the foregoing provisions of this Section 6(b)(i),
          a Change in Control shall not be deemed to occur solely because any
          Person (the "Subject Person") acquired Beneficial Ownership of more
          than the permitted amount of the then outstanding common stock or
          Voting Securities as a result of the acquisition of common stock or
          Voting Securities by the Company which, by reducing the number of
          shares of common stock or Voting Securities then outstanding,
          increases the proportional number of shares Beneficially Owned by the
          Subject Persons; provided, however, that if a Change in Control would
                           --------  -------
          occur (but for the operation of this sentence) as a result of the
          acquisition of common stock or Voting Securities by the Company, and
          after such share acquisition by the Company, the Subject Person
          becomes the Beneficial Owner of any additional common stock or Voting
          Securities which increases the percentage of the then outstanding
          common stock or Voting Securities Beneficially Owned by the Subject
          Person, then a Change in Control shall occur.

               (i)  Except as otherwise provided in Section 10(j), prior to a
          Change in Control, the Committee may determine in respect of Awards
          held by Employees that upon or in anticipation of the occurrence of
          the Change in Control benefits under Awards shall be accelerated only
          for a limited period of time, which period of time shall not be less
          than a period of time reasonably necessary to realize the benefits of
          such acceleration nor more than one year after the Change in Control.
          If such a determination is not made, then (subject to the last
          sentence of this clause) upon the occurrence of a Change in Control
          and without further action by the Board or the Committee, (A) each
          Option and stock appreciation right shall become immediately
          exercisable, (B) performance Restricted Stock shall immediately vest
          free of restrictions, and (C) each performance share Award shall
          become payable to the Employee.  The Committee may override the
          limitations on acceleration in this Section 6(b)(ii) by express
          provision in the Award Memorandum or otherwise, and may accord any
          holder of an Award a right to refuse any acceleration, whether
          pursuant to the Award Memorandum or otherwise, in such circumstances
          as the Committee may approve.  Any acceleration of Awards shall comply
          with any applicable regulatory and financial accounting requirements,
          including without limitation Section 422 of the Code.

               (ii) Any Awards that are (or but for a holder's rejection of
          acceleration would have been) accelerated under this Section 6 and
          that are not exercised or vested prior to a dissolution of the Company
          or a

                                       11
<PAGE>

          reorganization event described in Section 6(a) that the Company
          does not survive shall terminate, provided that if provision has been
                                            --------
          made, consistent with the terms hereof, for the substitution, exchange
          or other settlement of Awards, such Awards shall be substituted,
          exchanged or otherwise settled in accordance with such provision.

               (iii)  Any Awards that are (or but for the holder's rejection of
          the acceleration would have been) accelerated that are not exercised
          or vested prior to an abandonment or termination of a transaction
          subject to shareholder approval that triggered the Change in Control
          (as evidenced by public announcement, Board resolution, execution of
          documents terminating the transaction, or other action or document
          objectively confirming such abandonment or termination), shall be
          restored to their prior status (except for the effects of the passage
          of time) as if no Change in Control had occurred.

     7.   Amendment and Termination of Plan.
          ---------------------------------

          (a)  No Award shall be granted under this Plan after March 1, 2010.
     Although Common Shares may be issued after March 1, 2010 pursuant to Awards
     granted prior to such date, no Common Shares otherwise shall be issued
     under this Plan after such date. Notwithstanding the foregoing, any Award
     granted prior to such date may vest or be amended after such date in any
     manner that would have been permitted prior to such date, except that
     (except as provided herein) no such amendment shall increase the number of
     shares subject to or comprising such Award, or extend the final expiration
     date of the Award or reduce (below the Fair Market Value (as defined in
     Section 10) on the date of the amendment) the exercise price of or under
     such Award.

          (b)  The Board may, without shareholder approval, at any time and from
     time to time, suspend, discontinue or amend this Plan in any respect
     whatsoever, except that no such amendment shall impair any rights under any
     Award theretofore made under the Plan without the consent of the holder of
     such Award.  Furthermore, and except as and to the extent otherwise
     permitted by the provisions hereof, no such amendment shall, without
     shareholder approval, cause the Plan to cease to satisfy any applicable
     condition of Rule 16b-3 under the Exchange Act or cause any Award under the
     Plan to cease to qualify for any applicable exception under Section 162(m)
     of the Code.

     8.   Effective Date of Plan: Shareholder Approval.  This Plan shall be
          --------------------------------------------
     effective as of March 1, 2000, the date upon which it was approved by the
     Board; provided, however, that no Common Shares may be issued under this
            --------  -------
     Plan until it has been approved by the affirmative votes of the holders of
     a majority of the Common Shares of the Company present, or represented, and
     entitled to vote at a meeting duly held in accordance with applicable law.

                                       12
<PAGE>

     9.   Legal Issues.
          ------------

          (a)  Compliance and Choice of Law: Severability.  This Plan, the
               ------------------------------------------
     granting and vesting of Awards under this Plan and the issuance and
     delivery of Common Shares and/or the payment of money under this Plan or
     under Awards granted hereunder are subject to compliance with all
     applicable federal and state laws, rules and regulations (including but not
     limited to state and federal securities law and federal margin
     requirements) and to such approvals by any listing, regulatory or
     governmental authority as may, in the opinion of counsel for the Company,
     be necessary or advisable in connection therewith.  Any securities
     delivered under this Plan shall be subject to such restrictions as the
     Company may deem necessary or desirable to assure compliance with all
     applicable legal requirements.  This Plan, the Awards, all documents
     evidencing Awards and all other related documents shall be governed by, and
     construed in accordance with, the laws of the State of Delaware.  If any
     provision shall be held by a court of competent jurisdiction to be invalid
     and unenforceable, the remaining provisions of this Plan (subject to
     Section 9(b)) shall continue in effect.

          (b)  Plan Construction. It is the intent of the Company that this Plan
               -----------------
     and Awards hereunder satisfy and be interpreted in a manner that in the
     case of recipients who are or may become persons subject to Section 16 of
     the Exchange Act satisfies the applicable requirements of Rule 16b-3 under
     the Exchange Act so that such persons will be entitled to the benefits of
     Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act
     and will not be subjected to avoidable liability thereunder.  If any
     provision of this Plan or of any Award would otherwise frustrate or
     conflict with the intent expressed above, that provision to the extent
     possible shall be interpreted and deemed amended so as to avoid such
     conflict, but to the extent of any remaining irreconcilable conflict with
     such intent as to such persons in the circumstances, such provision shall
     be deemed inoperative.

          (c)  Non-Exclusivity of Plan.  Nothing in this Plan shall limit or be
               -----------------------
     deemed to limit the authority of the Board or the Committee to grant awards
     or authorize any other compensation, with or without reference to the
     Common Shares, under any other plan or authority.

     10.  Non-Employee Director Options
          -----------------------------

          (a)  Participation.  Awards relating to the Common Shares authorized
               -------------
     under this Plan shall be made under this Section 10 only to Non-Employee
     Directors.

          (b)  Certain Definitions.  The following definitions shall apply to
               -------------------
     this Section 10:

                                       13
<PAGE>

               (i)   "Business Day" shall mean any day, other than Saturday,
          Sunday or any statutory holiday in the state of California.

               (ii)  "Director Option" shall mean an Option granted to a Non-
          Employee Director pursuant to this Section 10.

               (iii) "Disability" shall mean a "permanent and total disability"
          within the meaning of Section 22(e)(3) of the Code.

               (iv)  "Fair Market Value" on a specified date shall mean (A) if
          the Common Shares are listed or admitted to trade on a national
          securities exchange, the average of the high and low reported sales
          prices of the Common Shares on the Composite Tape on such date, as
          published in the Western Edition of The Wall Street Journal, on the
          principal national securities exchange on which the Common Shares are
          so listed or admitted to trade, or, if there is no trading of the
          Shares on such date, then the average of the high and low reported
          sales prices of the Common Shares as quoted on such Composite Tape on
          the next preceding date on which there is trading in such Shares; (B)
          if the Common Shares are not listed or admitted to trade on a national
          securities exchange, the average of the high and low reported prices
          for the Common Shares on such date, as furnished by the National
          Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
          National Market Reporting System (or a similar organization, if the
          NASD is no longer reporting such information); (C) if the Common
          Shares are not listed or admitted to trade on a national securities
          exchange and are not reported on the National Market Reporting System,
          the arithmetic mean between the bid and asked prices for the Shares on
          such date, as furnished by the NASD or a similar organization; or (D)
          if the Common Shares are not listed or admitted to trade on a national
          securities exchange nor reported on the National Market Reporting
          System and if bid and asked prices for the stock are not furnished by
          the NASD or a similar organization, the value as established by the
          Board at such time for purposes of this Plan.

               (v)   "Retirement" shall mean retirement or resignation as a
          director after at least five (5) years service as a director.

          (c)  Annual Awards. On the same date as the annual grant of Awards to
               -------------
     Employees pursuant to this Plan in each calendar year after 2000 during the
     term of the Plan, there shall be granted to each Non-Employee Director then
     in office nonqualified stock options to purchase the number of Common
     Shares equal to 0.025% of the issued and outstanding Common Shares of the
     Company (excluding any Common Shares held in treasury by the Company) as of
     the end of the preceding fiscal year.

                                       14
<PAGE>

          (d) Minimum Number of Shares.  Notwithstanding anything to the
              ------------------------
     contrary contained herein, a Non-Employee Director shall not receive
     Options for less than 7,500 Common Shares pursuant to this Section 10 in
     any calendar year.

          (e) Purchase Price.  The exercise price for Shares under any Director
              --------------
     Option shall be equal to 100% of the Fair Market Value of a Common Share on
     the date the Director Option is granted.  The exercise price for Shares
     under any Director Option may be modified by a separate vote of the members
     of the Board who are officers of the Company, as well as the full Board;
     provided, that the modified exercise price shall be no less than 100% of
     the Fair Market Value of a Common Share on the date the exercise price of
     the Director Option is modified.  The exercise price of any option granted
     under this Section 10 shall be paid in full at the time of each purchase in
     cash equivalent or in Common Shares valued at their Fair Market Value on
     the date of exercise of such option, or partly in such shares and partly in
     cash, provided that any such Common Shares used in payment shall have been
           -------- ----
     owned by the Non-Employee Director at least six months prior to the date of
     exercise.

          (f) Option Period and Exercisability.  Each Director Option granted
              --------------------------------
     under this Section 10 shall become fully exercisable, in whole or in part,
     on the first anniversary of the grant date.  Each option granted under this
     Section 10 and all rights or obligations thereunder shall expire on the
     earlier of the tenth anniversary of the date of grant or the liquidation or
     dissolution of the Company and shall be subject to earlier termination as
     provided below.

          (g) Termination of Directorship.  If a Non-Employee Director's
              ---------------------------
     services as a member of the Board, or as a member of the board of directors
     of a subsidiary or affiliate of the Company, terminate by reason of death,
     Disability or Retirement, an option granted pursuant to this Section 10
     then held by such Non-Employee Director shall immediately become and shall
     remain exercisable for one year after the date of such termination or until
     the expiration of the stated term of such option, whichever first occurs.
     If a Non-Employee Director's services as a member of the Board, or as a
     member of the board of directors of a subsidiary or affiliate of the
     Company, terminate for any other reason (other than Cause), any option
     granted pursuant to this Section 10 which is not then exercisable shall
     terminate and any such option which is then exercisable may be exercised
     for three months after the date of such termination or until the expiration
     of the stated term, which ever first occurs.  If a Non-Employee Director is
     terminated for Cause, all Director Options granted to such Non-Employee
     Director shall be forfeited and shall no longer be exercisable, effective
     on the date of such termination for Cause.  For purposes of this Section
     10, "Cause" shall mean, with respect to any Non-Employee Director,
     termination on account of any act of (i) fraud or intentional
     misrepresentation, (ii) embezzlement, misappropriation or conversion of
     assets or opportunities of the Company or any subsidiary or affiliate, or
     (iii) conviction of a felony.

                                       15
<PAGE>

          (h) Adjustments.  The provisions of this Section 10 and Director
              -----------
     Options granted hereunder shall be subject to Section 6.  If there shall
     occur any event described in Section 6(a), then in addition to the matters
     contemplated thereby, the Board shall, in such manner and to such extent
     (if any) as is appropriate and equitable, proportionately adjust the dollar
     amounts set forth elsewhere in this Section 10.

          (i) Loans.  Subject to the requirements of applicable law, the Board
              -----
     may authorize loans to Non-Employee Directors to finance the exercise of
     Awards; provided, however, that no loan shall be made to any Non-Employee
             --------  -------
     Director to finance the exercise of an Award made under this Section 10
     unless (i) such loan is made pursuant to a full recourse promissory note,
     and (ii) such loan, if secured by Common Shares (whether issuable under the
     Award in question or otherwise), is made in compliance with Regulation G of
     the Federal Reserve Board.

          (j) Acceleration Upon a Change in Control.  Upon the occurrence of a
              -------------------------------------
     Change in Control referred to in Section 6(b), each Director Option granted
     under this Section 10 shall become immediately exercisable in full subject
     to the terms thereof.  To the extent that any Director Option granted under
     this Section 10 is not exercised prior to (i) a dissolution of the Company
     or (ii) a merger or other corporate event that the Company does not
     survive, and no provision is (or consistent with the provisions of Section
     9 or 10 can be) made for the assumption, conversion, substitution or
     exchange of the option, the Director Option shall terminate upon the
     occurrence of such event.

          (k) Other Provisions.  The provisions of Sections 3(e)-(f), 5(h) and 7
              ----------------
     through 9 are incorporated herein by this reference.

          (l) Grant of Options to Newly Elected Non-Employee Directors.  Upon
              --------------------------------------------------------
     the election of a newly elected Non-Employee Director, there shall be
     granted automatically (without any action by the Committee or the Board) a
     nonqualified stock option (the grant date of which shall be the date of
     such election) to each newly elected Non-Employee Director as follows:  (i)
     if the Non-Employee Director is elected within six months of the date on
     which the most recent Director Options were granted to existing Non-
     Employee Directors, a non-qualified stock option to purchase the same
     number of Common Shares for which the most recent Director Options were
     granted to existing Non-Employee Directors, and (ii) if the Non-Employee
     Director is elected more than six months following the date on which the
     most recent Director Options were granted to existing Non-Employee
     Directors, but prior to the date in the following calendar year on which
     Director Options are granted to existing Non-Employee Directors, a non-
     qualified stock option to purchase one-half the number of Common Shares for
     which the most recent Director Options were granted to existing Non-
     Employee Directors.

                                       16