<PAGE>
                                                                     Exhibit 4.3

                             eROOM TECHNOLOGY, INC.

                                 1996 STOCK PLAN


   (AS AMENDED ON AUGUST 8, 1997, AUGUST 13, 1998, MARCH 3, 1999, SEPTEMBER 1,
        1999, FEBRUARY 18, 2000, OCTOBER 31, 2000 AND NOVEMBER 30, 2001)


    1.   PURPOSE. The purpose of the eRoom Technology, Inc. 1996 Stock Plan (the
"Plan") is to encourage key employees of eRoom Technology, Inc. (the "Company")
and of any present or future parent or subsidiary of the Company (collectively,
"Related Corporations") and other individuals who render services to the Company
or a Related Corporation, by providing opportunities to participate in the
ownership of the Company and its future growth through (a) the grant of options
which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options
which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in
the Company ("Awards"); and (d) opportunities to make direct purchases of stock
in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred
to hereafter individually as an "Option" and collectively as "Options." Options,
Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code.

    2.   ADMINISTRATION OF THE PLAN.

      A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered by
    the Board of Directors of the Company (the "Board") or, subject to Paragraph
    2D (relating to compliance with Section 162(m) of the Code), by a committee
    appointed by the Board (the "Committee"). Hereinafter, all references in
    this Plan to the "Committee" shall mean the Board if no Committee has been
    appointed. Subject to ratification of the grant or authorization of each
    Stock Right by the Board (if so required by applicable state law), and
    subject to the terms of the Plan, the Committee shall have the authority to
    (i) determine to whom (from among the class of employees eligible under
    paragraph 3 to receive ISOs) ISOs shall be granted, and to whom (from among
    the class of individuals and entities eligible under paragraph 3 to receive
    Non-Qualified Options and Awards and to make Purchases) Non-Qualified
    Options, Awards and authorizations to make Purchases may be granted; (ii)
    determine the time or times at which Options or Awards shall be granted or
    Purchases made; (iii) determine the purchase price of shares subject to each
    Option or Purchase, which prices shall not be less than the minimum price
    specified in paragraph 6; (iv) determine whether each Option granted shall
    be an ISO or a Non-
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                                      -2-


    Qualified Option; (v) determine (subject to paragraph 7) the time or times
    when each Option shall become exercisable and the duration of the exercise
    period; (vi) extend the period during which outstanding Options may be
    exercised; (vii) determine whether restrictions such as repurchase options
    are to be imposed on shares subject to Options, Awards and Purchases and the
    nature of such restrictions, if any, and (viii) interpret the Plan and
    prescribe and rescind rules and regulations relating to it. If the Committee
    determines to issue a Non-Qualified Option, it shall take whatever actions
    it deems necessary, under Section 422 of the Code and the regulations
    promulgated thereunder, to ensure that such Option is not treated as an ISO.
    The interpretation and construction by the Committee of any provisions of
    the Plan or of any Stock Right granted under it shall be final unless
    otherwise determined by the Board. The Committee may from time to time adopt
    such rules and regulations for carrying out the Plan as it may deem
    advisable. No member of the Board or the Committee shall be liable for any
    action or determination made in good faith with respect to the Plan or any
    Stock Right granted under it.

      B. COMMITTEE ACTIONS. The Committee may select one of its members as its
    chairman, and shall hold meetings at such time and places as it may
    determine. A majority of the Committee shall constitute a quorum and acts of
    a majority of the members of the Committee at a meeting at which a quorum is
    present, or acts reduced to or approved in writing by all the members of the
    Committee (if consistent with applicable state law), shall be the valid acts
    of the Committee. From time to time the Board may increase the size of the
    Committee and appoint additional members thereof, remove members (with or
    without cause) and appoint new members in substitution therefor, fill
    vacancies however caused, or remove all members of the Committee and
    thereafter directly administer the Plan.

      C. GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Stock Rights may be granted to
    members of the Board. All grants of Stock Rights to members of the Board
    shall in all respects be made in accordance with the provisions of this Plan
    applicable to other eligible persons. Members of the Board who either (i)
    are eligible to receive grants of Stock Rights pursuant to the Plan or (ii)
    have been granted Stock Rights may vote on any matters affecting the
    administration of the Plan or the grant of any Stock Rights pursuant to the
    Plan, except that no such member shall act upon the granting to himself or
    herself of Stock Rights, but any such member may be counted in determining
    the existence of a quorum at any meeting of the Board during which action is
    taken with respect to the granting to such member of Stock Rights.

      D. PERFORMANCE-BASED COMPENSATION. The Board, in its discretion, may take
    such action as may be necessary to ensure that Stock Rights granted under
    the Plan qualify as "qualified performance-based compensation" within the
    meaning of Section 162(m) of the Code and applicable regulations promulgated
    thereunder ("Performance-Based Compensation"). Such action may include, in
    the Board's discretion, some or all of the following (i) if the Board
    determines that Stock Rights granted under the Plan generally shall
    constitute Performance-Based Compensation,
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                                      -3-


    the Plan shall be administered, to the extent required for such Stock Rights
    to constitute Performance-Based Compensation, by a Committee consisting
    solely of two or more "outside directors" (as defined in applicable
    regulations promulgated under Section 162(m) of the Code), (ii) if any
    Non-Qualified Options with an exercise price less than the fair market value
    per share of Common Stock are granted under the Plan and the Board
    determines that such Options should constitute Performance-Based
    Compensation, such options shall be made exercisable only upon the
    attainment of a pre-established, objective performance goal established by
    the Committee, and such grant shall be submitted for, and shall be
    contingent upon shareholder approval and (iii) Stock Rights granted under
    the Plan may be subject to such other terms and conditions as are necessary
    for compensation recognized in connection with the exercise or disposition
    of such Stock Right or the disposition of Common Stock acquired pursuant to
    such Stock Right, to constitute Performance-Based Compensation.

      3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

      4. STOCK. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 7,384,302, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of Stock
Rights under the Plan.

      No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 1,196,511 of shares of Common
Stock under the Plan during any fiscal year of the Company. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares subject to such
Option shall be included in the determination of the aggregate number of shares
of Common Stock deemed to have been granted to such employee under the Plan

      5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan at
any time on or after July 26, 1996 and prior to July 26, 2006. The date of grant
of a Stock
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                                      -4-


Right under the Plan will be the date specified by the Committee at the time it
grants the Stock Right; provided, however, that such date shall not be prior to
the date on which the Committee acts to approve the grant.

      6. MINIMUM OPTION PRICE; ISO LIMITATIONS.

      A. PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND PURCHASES. Subject to
    Paragraph 2D (relating to compliance with Section 162(m) of the Code), the
    exercise price per share specified in the agreement relating to each
    Non-Qualified Option granted, and the purchase price per share of stock
    granted in any Award or authorized as a Purchase, under the Plan may be less
    than the fair market value of the Common Stock of the Company on the date of
    grant; provided that, in no event shall such exercise price or such purchase
    price be less than the minimum legal consideration required therefor under
    the laws of any jurisdiction in which the Company or its successors in
    interest may be organized.

      B. PRICE FOR ISOS. The exercise price per share specified in the agreement
    relating to each ISO granted under the Plan shall not be less than the fair
    market value per share of Common Stock on the date of such grant. In the
    case of an ISO to be granted to an employee owning stock possessing more
    than ten percent (10%) of the total combined voting power of all classes of
    stock of the Company or any Related Corporation, the price per share
    specified in the agreement relating to such ISO shall not be less than one
    hundred ten percent (110%) of the fair market value per share of Common
    Stock on the date of grant. For purposes of determining stock ownership
    under this paragraph, the rules of Section 424(d) of the Code shall apply.
    The date of grant for purposes of this subparagraph shall mean the date that
    the Company or Related Corporation completes the corporate action
    constituting an offer of stock for sale to an individual.

      C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible employee may
    be granted Options treated as ISOs only to the extent that, in the aggregate
    under this Plan and all incentive stock option plans of the Company and any
    Related Corporation, ISOs do not become exercisable for the first time by
    such employee during any calendar year with respect to stock having a fair
    market value (determined at the time the ISOs were granted) in excess of
    $100,000. The Company intends to designate any Options granted in excess of
    such limitation as Non-Qualified Options, and the Company shall issue
    separate certificates to the optionee with respect to Options that are
    Non-Qualified Options and Options that are ISOs.

      D. DETERMINATION OF FAIR MARKET VALUE. If, at the time an Option is
    granted under the Plan, the Company's Common Stock is publicly traded, "fair
    market value" shall be determined as of the date of grant or, if the prices
    or quotes discussed in this sentence are unavailable for such date, the last
    business day for which such prices or quotes are available prior to the date
    of grant and shall mean
<PAGE>
                                      -5-


    (i) the average (on that date) of the high and low prices of the Common
    Stock on the principal national securities exchange on which the Common
    Stock is traded, if the Common Stock is then traded on a national securities
    exchange; or (ii) the last reported sale price (on that date) of the Common
    Stock on the Nasdaq National Market, if the Common Stock is not then traded
    on a national securities exchange; or (iii) the closing bid price (or
    average of bid prices) last quoted (on that date) by an established
    quotation service for over-the-counter securities, if the Common Stock is
    not reported on the Nasdaq National Market. If the Common Stock is not
    publicly traded at the time an Option is granted under the Plan, "fair
    market value" shall mean the fair value of the Common Stock as determined by
    the Committee after taking into consideration all factors which it deems
    appropriate, including, without limitation, recent sale and offer prices of
    the Common Stock in private transactions negotiated at arm's length.

      7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

      8. EXERCISE OF OPTION. Subject to the provisions of Paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

      A. VESTING. The Option shall either be fully exercisable on the date of
    grant or shall become exercisable thereafter in such installments as the
    Committee may specify.

      B. FULL VESTING OF INSTALLMENTS. Once an installment becomes exercisable,
    it shall remain exercisable until expiration or termination of the Option,
    unless otherwise specified by the Committee.

      C. PARTIAL EXERCISE. Each Option or installment may be exercised at any
    time or from time to time, in whole or in part, for up to the total number
    of shares with respect to which it is then exercisable.

      D. ACCELERATION OF VESTING. The Committee shall have the right to
    accelerate the date that any installment of any Option becomes exercisable;
    provided that the Committee shall not, without the consent of an optionee,
    accelerate the permitted exercise date of any installment of any Option
    granted to any employee as an ISO (and not previously converted into a
    Non-Qualified Option pursuant to
<PAGE>
                                      -6-


    paragraph 16) if such acceleration would violate the annual vesting
    limitation contained in Section 422(d) of the Code, as described in
    paragraph 6(C).

      9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) three
months after the date of termination of his or her employment, or (b) their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute or
by contract. A bona fide leave of absence with the written approval of the
Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.

      10.  DEATH; DISABILITY.

      A.    DEATH.  If an ISO optionee ceases to be employed by the Company and
    all Related Corporations by reason of his or her death, any ISO owned by
    such optionee may be exercised, to the extent otherwise exercisable on the
    date of death, by the estate, personal representative or beneficiary who
    has acquired the ISO by will or by the laws of descent and distribution,
    until the earlier of (i) the specified expiration date of the ISO or (ii)
    180 days from the date of the optionee's death.

      B. DISABILITY. If an ISO optionee ceases to be employed by the Company and
    all Related Corporations by reason of his or her disability, such optionee
    shall have the right to exercise any ISO held by him or her on the date of
    termination of employment, for the number of shares for which he or she
    could have exercised it on that date, until the earlier of (i) the specified
    expiration date of the ISO or (ii) 180 days from the date of the termination
    of the optionee's employment. For the purposes of the Plan, the term
    "disability" shall mean "permanent and total disability" as defined in
    Section 22(e)(3) of the Code or any successor statute.

      11. ASSIGNABILITY. No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the
<PAGE>
                                      -7-


optionee shall be exercisable only by such optionee. Stock Rights other than
ISOs shall be transferable to the extent set forth in the agreement relating to
such Stock Right.

      12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

      13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

         A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
    shall be subdivided or combined into a greater or smaller number of shares
    or if the Company shall issue any shares of Common Stock as a stock dividend
    on its outstanding Common Stock, the number of shares of Common Stock
    deliverable upon the exercise of Options shall be appropriately increased or
    decreased proportionately, and appropriate adjustments shall be made in the
    purchase price per share to reflect such subdivision, combination or stock
    dividend.

         B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated with
    or acquired by another entity in a merger or other reorganization in which
    the holders of the outstanding voting stock of the Company immediately
    preceding the consummation of such event, shall, immediately following such
    event, hold, as a group, less than a majority of the voting securities of
    the surviving or successor entity, or in the event of a sale of all or
    substantially all of the Company's assets or otherwise (each, an
    "Acquisition"), the Committee or the board of directors of any entity
    assuming the obligations of the Company hereunder (the "Successor Board"),
    shall, as to outstanding Options, either (i) make appropriate provision for
    the continuation of such Options by substituting on an equitable basis for
    the shares then subject to such Options either (a) the consideration payable
    with respect to the outstanding shares of Common Stock in connection with
    the Acquisition, (b) shares of stock of the surviving or successor
    corporation or (c) such other securities as the Successor Board deems
    appropriate, the fair market value of which shall not materially exceed the
    fair market value of the shares of Common Stock subject to
<PAGE>
                                      -8-


    such Options immediately preceding the Acquisition; or (ii) upon written
    notice to the optionees, provide that all Options must be exercised
    (provided that all such Options shall become exercisable in full as a result
    of the Acquisition, regardless of the terms of any vesting schedule set
    forth in the applicable option agreements, if no provision is made pursuant
    to clause (i) of this sentence) within a specified number of days of the
    date of such notice, at the end of which period the Options shall terminate.

      C. RECAPITALIZATION OR REORGANIZATION. In the event of a recapitalization
    or reorganization of the Company (other than a transaction described in
    subparagraph B above) pursuant to which securities of the Company or of
    another corporation are issued with respect to the outstanding shares of
    Common Stock, an optionee upon exercising an Option shall be entitled to
    receive for the purchase price paid upon such exercise the securities he or
    she would have received if he or she had exercised such Option prior to such
    recapitalization or reorganization.

      D. MODIFICATION OF ISOS. Notwithstanding the foregoing, any adjustments
    made pursuant to subparagraphs A, B or C with respect to ISOs shall be made
    only after the Committee, after consulting with counsel for the Company,
    determines whether such adjustments would constitute a "modification" of
    such ISOs (as that term is defined in Section 424 of the Code) or would
    cause any adverse tax consequences for the holders of such ISOs. If the
    Committee determines that such adjustments made with respect to ISOs would
    constitute a modification of such ISOs or would cause adverse tax
    consequences to the holders, it may refrain from making such adjustments.

      E. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
    liquidation of the Company, each Option will terminate immediately prior to
    the consummation of such proposed action or at such other time and subject
    to such other conditions as shall be determined by the Committee.

      F. ISSUANCES OF SECURITIES. Except as expressly provided herein, 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 thereof shall be made with respect to, the number or
    price of shares subject to Options. No adjustments shall be made for
    dividends paid in cash or in property other than securities of the Company.

      G. FRACTIONAL SHARES. No fractional shares shall be issued under the Plan
    and the optionee shall receive from the Company cash in lieu of such
    fractional shares.

      H. ADJUSTMENTS. Upon the happening of any of the events described in
    subparagraphs A, B or C above, the class and aggregate number of shares set
    forth in paragraph 4 hereof that are subject to Stock Rights which
    previously have been or
<PAGE>
                                      -9-


    subsequently may be granted under the Plan shall also be appropriately
    adjusted to reflect the events described in such subparagraphs. The
    Committee or the Successor Board shall determine the specific adjustments to
    be made under this paragraph 13 and, subject to paragraph 2, its
    determination shall be conclusive.

      14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, notwithstanding this
paragraph (b), optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been owned
by the optionee free of any substantial risk of forfeiture for at least six
months, (c) at the discretion of the Committee, by delivery of the grantee's
personal recourse note bearing interest payable not less than annually at no
less than 100% of the lowest applicable Federal rate, as defined in Section
1274(d) of the Code, (d) at the discretion of the Committee and consistent with
applicable law, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common Stock acquired
upon exercise of the Option and an authorization to the broker or selling agent
to pay that amount to the Company, which sale shall be at the participant's
direction at the time of exercise, or (e) at the discretion of the Committee, by
any combination of (a), (b), (c) and (d) above. If the Committee exercises its
discretion to permit payment of the exercise price of an ISO by means of the
methods set forth in clauses (b), (c), (d) or (e) of the preceding sentence,
such discretion shall be exercised in writing at the time of the grant of the
ISO in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date of
issuance of a stock certificate to such holder for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.

      15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on July
26, 1996, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to July 26, 1997, any grants of ISOs under
the Plan made prior to that date will be rescinded. The Plan shall expire at the
end of the day on July 25, 2006 (except as to Options outstanding on that date).
Subject to the provisions of paragraph 5 above, Options may be granted under the
Plan prior to the date of stockholder approval of the Plan. The Board may
terminate or amend the Plan in any respect at any time, except that, without the
approval of the stockholders obtained within 12 months before or after the Board
adopts a resolution authorizing any of the following actions: (a) the total
number of
<PAGE>
                                      -10-


shares that may be issued under the Plan may not be increased (except by
adjustment pursuant to paragraph 13); (b) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (c) the provisions
of paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); and (d) the expiration date of the Plan may not be extended. Except as
otherwise provided in this paragraph 15, in no event may action of the Board or
stockholders alter or impair the rights of a grantee, without such grantee's
consent, under any Stock Right previously granted to such grantee.

      16. MODIFICATIONS OF ISOS; CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS.
Subject to Paragraph 13D, without the prior written consent of the holder of an
ISO, the Committee shall not alter the terms of such ISO (including the means of
exercising such ISO) if such alteration would constitute a modification (within
the meaning of Section 424(h)(3) of the Code). The Committee, at the written
request or with the written consent of any optionee, may in its discretion take
such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but shall not be limited to, extending the exercise period
or reducing the exercise price of the appropriate installments of such ISOs. At
the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any optionee the right to have such optionee's ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Committee takes appropriate action. Upon the taking of such action, the
Company shall issue separate certificates to the optionee with respect to
Options that are Non-Qualified Options and Options that are ISOs.

      17. APPLICATION OF FUNDS.  The proceeds received by the Company from
the sale of shares pursuant to Options granted and Purchases authorized under
the Plan shall be used for general corporate purposes.

      18. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

      19. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to
an
<PAGE>
                                      -11-


arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified
Stock Option, (iii) the grant of an Award, (iv) the making of a Purchase of
Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.

      20.   GOVERNMENTAL REGULATION.  The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance or sale of such shares.

      Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

      21.   GOVERNING LAW.  The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of State of
Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.