<PAGE>

                                                                    Exhibit 10.2

                                  AIRVANA, INC.

                            2007 STOCK INCENTIVE PLAN

1.   Purpose

     The purpose of this 2007 Stock Incentive Plan (the "Plan") of Airvana,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who are expected to make important contributions to the Company
and by providing such persons with equity ownership opportunities and
performance-based incentives that are intended to better align the interests of
such persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").

2.   Eligibility

     All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, stock appreciation rights ("SARs"),
restricted stock, restricted stock units ("RSUs") and other stock-based awards
(each, an "Award") under the Plan. Each person who receives an Award under the
Plan is deemed a "Participant".

3.   Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may construe and interpret the terms
of the Plan and any Award agreements entered into under the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. All decisions by the Board shall be made in the Board's sole
discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to
the authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
officers referred to in Section 3(c) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or officers.

<PAGE>

     (c) Delegation to Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards (subject to any limitations under the Plan) to employees or officers of
the Company or any of its present or future subsidiary corporations and to
exercise such other powers under the Plan as the Board may determine, provided
that the Board shall fix the terms of the Awards to be granted by such officers
(including the exercise price of such Awards, which may include a formula by
which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further, however, that
no officer shall be authorized to grant Awards to any "executive officer" of the
Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) or to any "officer" of the Company (as defined by
Rule 16a-1 under the Exchange Act).

4.   Stock Available for Awards

     (a) Number of Shares. Subject to adjustment under Section 10, Awards may be
made under the Plan for up to the number of shares of common stock, $0.001 par
value per share, of the Company (the "Common Stock") that is equal to the sum
of:

          (1) 15,000,000 shares of Common Stock; plus

          (2) such additional number of shares of Common Stock (up to 11,838,287
shares) as is equal to the sum of (x) the number of shares of Common Stock
reserved for issuance under the Company's 2000 Stock Incentive Plan (the
"Existing Plan") that remain available for grant under the Existing Plan
immediately prior to the closing of the Company's initial public offering and
(y) the number of shares of Common Stock subject to awards granted under the
Existing Plan which awards expire, terminate or are otherwise surrendered,
canceled, forfeited or repurchased by the Company at their original issuance
price pursuant to a contractual repurchase right (subject, however, in the case
of Incentive Stock Options (as hereinafter defined) to any limitations of the
Code); plus

          (3) an annual increase to be added on the first day of each of the
Company's fiscal years during the period beginning in fiscal year 2008 and
ending on the second day of fiscal year 2017 equal to the lesser of (i)
7,500,000 shares of Common Stock, (ii) 5% of the outstanding shares on such date
or (iii) an amount determined by the Board.

If any Award expires or is terminated, surrendered or canceled without having
been fully exercised, is forfeited in whole or in part (including as the result
of shares of Common Stock subject to such Award being repurchased by the Company
at the original issuance price pursuant to a contractual repurchase right), is
settled in cash or otherwise results in any Common Stock not being issued, the
unused Common Stock covered by such Award shall again be available for the grant
of Awards under the Plan. Further, shares of Common Stock tendered to the
Company by a Participant to exercise an Award shall be added to the number of
shares of Common Stock available for the grant of Awards under the Plan.
However, in the case of Incentive Stock Options (as hereinafter defined), the
foregoing provisions shall be subject to any limitations under the Code. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.


                                       -2-

<PAGE>

     (b) Per-Participant Limit. Subject to adjustment under Section 10, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 2,500,000 per fiscal year.
For purposes of the foregoing limit, the combination of an Option in tandem with
an SAR (as each is hereafter defined) shall be treated as a single Award. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code or any successor provision
thereto, and the regulations thereunder ("Section 162(m)").

     (c) Substitute Awards. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Awards in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Awards may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Awards
contained in the Plan. Substitute Awards shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of
Section 422 and related provisions of the Code.

5.   Stock Options

     (a) General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

     (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of Airvana, Inc., any of
Airvana, Inc.'s present or future parent or subsidiary corporations as defined
in Sections 424(e) or (f) of the Code, and any other entities the employees of
which are eligible to receive Incentive Stock Options under the Code, and shall
be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant,
or any other party, if an Option (or any part thereof) that is intended to be an
Incentive Stock Option is not an Incentive Stock Option or for any action taken
by the Board, including without limitation the conversion of an Incentive Stock
Option to a Nonstatutory Stock Option.

     (c) Exercise Price. The Board shall establish the exercise price of each
Option and specify it in the applicable option agreement. The exercise price
shall be not less than 100% of the Fair Market Value (as defined below) on the
date the Option is granted; provided that if the Board approves the grant of an
Option with an exercise price to be determined on a future date, the exercise
price shall be not less than 100% of the Fair Market Value on such future date.

     (d) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

     (e) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice (including


                                       -3-

<PAGE>

electronic notice) approved by the Board together with payment in full as
specified in Section 5(f) for the number of shares for which the Option is
exercised. Shares of Common Stock subject to the Option will be delivered by the
Company as soon as practicable following exercise.

     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as may otherwise be provided in the applicable option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price and any required tax withholding;

          (3) to the extent provided for in the applicable option agreement or
approved by the Board, in its sole discretion, by delivery (either by actual
delivery or attestation) of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law, (ii) such Common Stock, if acquired directly
from the Company, was owned by the Participant for such minimum period of time,
if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements;

          (4) to the extent permitted by applicable law and provided for in the
applicable option agreement or approved by the Board, in its sole discretion, by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

          (5) by any combination of the above permitted forms of payment.

6.   Stock Appreciation Rights.

     (a) General. The Board may grant Awards consisting of SARs entitling the
holder, upon exercise, to receive an amount of Common Stock or cash or a
combination thereof (such form to be determined by the Board) determined in
whole or in part by reference to appreciation, from and after the date of grant,
in the fair market value of a share of Common Stock over the exercise price
established pursuant to Section 6(c). The date as of which such appreciation is
determined shall be the exercise date.

     (b) Grants. SARs may be granted in tandem with, or independently of,
Options granted under the Plan.

          (1) Tandem Awards. When SARs are expressly granted in tandem with
Options, (i) the SAR will be exercisable only at such time or times, and to the
extent, that the related Option is exercisable (except to the extent designated
by the Board in connection with a


                                       -4-

<PAGE>

Reorganization Event) and will be exercisable in accordance with the procedure
required for exercise of the related Option; (ii) the SAR will terminate and no
longer be exercisable upon the termination or exercise of the related Option,
except to the extent designated by the Board in connection with a Reorganization
Event and except that a SAR granted with respect to less than the full number of
shares covered by an Option will not be reduced until the number of shares as to
which the related Option has been exercised or has terminated exceeds the number
of shares not covered by the SAR; (iii) the Option will terminate and no longer
be exercisable upon the exercise of the related SAR; and (iv) the SAR will be
transferable only with the related Option.

          (2) Independent SARs. A SAR not expressly granted in tandem with an
Option will become exercisable at such time or times, and on such conditions, as
the Board may specify in the SAR Award.

     (c) Exercise Price. The Board shall establish the exercise price of each
SAR and specify it in the applicable SAR agreement. The exercise price shall not
be less than 100% of the Fair Market Value on the date the SAR is granted;
provided that if the Board approves the grant of a SAR with an exercise price to
be determined on a future date, the exercise price shall be not less than 100%
of the Fair Market Value on such future date.

     (d) Duration of SARs. Each SAR shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
SAR agreement.

     (e) Exercise of SARs. SARs may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of
notice (including electronic notice) approved by the Board, together with any
other documents required by the Board.

7.   Restricted Stock; Restricted Stock Units.

     (a) General. The Board may grant Awards entitling recipients to acquire
shares of Common Stock ("Restricted Stock"), subject to the right of the Company
to repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling
the recipient to receive shares of Common Stock or cash to be delivered at the
time such Award vests ("Restricted Stock Units") (Restricted Stock and
Restricted Stock Units are each referred to herein as a "Restricted Stock
Award").

     (b) Terms and Conditions for All Restricted Stock Awards. The Board shall
determine the terms and conditions of a Restricted Stock Award, including the
conditions for vesting and repurchase (or forfeiture) and the issue price, if
any.

     (c) Additional Provisions Relating to Restricted Stock.

          (1) Dividends. Participants holding shares of Restricted Stock will be
entitled to all ordinary cash dividends paid with respect to such shares, unless
otherwise provided by the


                                       -5-

<PAGE>

Board. Unless otherwise provided by the Board, if any dividends or distributions
are paid in shares, or consist of a dividend or distribution to holders of
Common Stock other than an ordinary cash dividend, the shares, cash or other
property will be subject to the same restrictions on transferability and
forfeitability as the shares of Restricted Stock with respect to which they were
paid.

          (2) Stock Certificates. The Company may require that any stock
certificates issued in respect of shares of Restricted Stock shall be deposited
in escrow by the Participant, together with a stock power endorsed in blank,
with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
"Designated Beneficiary" shall mean the Participant's estate.

     (d) Additional Provisions Relating to Restricted Stock Units.

          (1) Settlement. Upon the vesting of and/or lapsing of any other
restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the
Participant shall be entitled to receive from the Company one share of Common
Stock or an amount of cash equal to the Fair Market Value of one share of Common
Stock, as provided in the applicable Award agreement. The Board may, in its
discretion, provide that settlement of Restricted Stock Units shall be deferred,
on a mandatory basis or at the election of the Participant.

          (2) Voting Rights. A Participant shall have no voting rights with
respect to any Restricted Stock Units.

          (3) Dividend Equivalents. To the extent provided by the Board, in its
sole discretion, a grant of Restricted Stock Units may provide Participants with
the right to receive an amount equal to any dividends or other distributions
declared and paid on an equal number of outstanding shares of Common Stock
("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited
to an account for the Participants, may be settled in cash and/or shares of
Common Stock and may be subject to the same restrictions on transfer and
forfeitability as the Restricted Stock Units with respect to which paid, as
determined by the Board in its sole discretion, subject in each case to such
terms and conditions as the Board shall establish, in each case to be set forth
in the applicable Award agreement.

8.   Other Stock-Based Awards

     Other Awards of shares of Common Stock, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants ("Other
Stock-Based Awards"), including without limitation Awards entitling recipients
to receive shares of Common Stock to be delivered in the future. Such Other
Stock-Based Awards shall also be available as a form of payment in the
settlement of other Awards granted under the Plan or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Stock-Based
Awards may be paid in shares of


                                       -6-

<PAGE>

Common Stock or cash, as the Board shall determine. Subject to the provisions of
the Plan, the Board shall determine the terms and conditions of each Other
Stock-Based Award, including any purchase price applicable thereto.

9.   Performance Awards.

     (a) Grants. Restricted Stock Awards and Other Stock-Based Awards under the
Plan may be made subject to the achievement of performance goals pursuant to
this Section 9 ("Performance Awards"), subject to the limit in Section 4(b) on
shares covered by such grants.

     (b) Committee. Grants of Performance Awards to any Covered Employee
intended to qualify as "performance-based compensation" under Section 162(m)
("Performance-Based Compensation") shall be made only by a Committee (or
subcommittee of a Committee) comprised solely of two or more directors eligible
to serve on a committee making Awards qualifying as "performance-based
compensation" under Section 162(m). In the case of such Awards granted to
Covered Employees, references to the Board or to a Committee shall be deemed to
be references to such Committee or subcommittee. "Covered Employee" shall mean
any person who is, or whom the Committee, in its discretion, determines may be,
a "covered employee" under Section 162(m)(3) of the Code.

     (c) Performance Measures. For any Award that is intended to qualify as
Performance-Based Compensation, the Committee shall specify that the degree of
granting, vesting and/or payout shall be subject to the achievement of one or
more objective performance measures established by the Committee, which shall be
based on the relative or absolute attainment of specified levels of one or any
combination of the following: net income, earnings before or after discontinued
operations, interest, taxes, depreciation and/or amortization, operating profit
before or after discontinued operations and/or taxes, sales, product and service
billings, deferred revenue, sales growth, earnings growth, product and service
billings growth, deferred revenue growth, cost related to product and service
billings, cash flow or cash position, gross margins, cost related to product and
service billings as a percentage of product and service billings, stock price,
market share, return on sales, assets, equity or investment, improvement of
financial ratings, achievement of balance sheet or income statement objectives
or total shareholder return, and may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or otherwise
situated. The Committee may specify that such performance measures shall be
adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or
losses on the dispositions of discontinued operations, (iii) the cumulative
effects of changes in accounting principles, (iv) the writedown of any asset,
and (v) charges for restructuring and rationalization programs. Such performance
measures: (i) may vary by Participant and may be different for different Awards;
(ii) may be particular to a Participant or the department, branch, line of
business, subsidiary or other unit in which the Participant works and may cover
such period as may be specified by the Committee; and (iii) shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with
the requirements of, Section 162(m). Awards that are not intended to qualify as
Performance-Based Compensation may be based on these or such other performance
measures as the Board may determine.


                                       -7-

<PAGE>

     (d) Adjustments. Notwithstanding any provision of the Plan, with respect to
any Performance Award that is intended to qualify as Performance-Based
Compensation, the Committee may adjust downwards, but not upwards, the cash or
number of Shares payable pursuant to such Award, and the Committee may not waive
the achievement of the applicable performance measures except in the case of the
death or disability of the Participant or a change in control of the Company.

     (e) Other. The Committee shall have the power to impose such other
restrictions on Performance Awards as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for Performance-Based
Compensation.

10.  Adjustments for Changes in Common Stock and Certain Other Events.

     (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any dividend or distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available
under this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii)
the number and class of securities and exercise price per share of each
outstanding Option, (iv) the share- and per-share provisions and the exercise
price of each SAR, (v) the number of shares subject to and the repurchase price
per share subject to each outstanding Restricted Stock Award, and (vi) the
share- and per-share-related provisions and the purchase price, if any, of each
outstanding Other Stock-Based Award, shall be equitably adjusted by the Company
(or substituted Awards may be made, if applicable) in the manner determined by
the Board. Without limiting the generality of the foregoing, in the event the
Company effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to an outstanding Option are
adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall
be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

     (b) Reorganization Events.

          (1) Definition. A "Reorganization Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or is cancelled, (b) any
exchange of all of the Common Stock of the Company for cash, securities or other
property pursuant to a share exchange transaction or (c) any liquidation or
dissolution of the Company.

          (2) Consequences of a Reorganization Event on Awards Other than
Restricted Stock Awards. In connection with a Reorganization Event, the Board
may take any one or more of the following actions as to all or any (or any
portion of) outstanding Awards other than Restricted Stock Awards on such terms
as the Board determines: (i) provide that Awards shall be assumed, or
substantially equivalent Awards shall be substituted, by the acquiring or


                                       -8-

<PAGE>

succeeding corporation (or an affiliate thereof), (ii) upon written notice to a
Participant, provide that the Participant's unexercised Awards will terminate
immediately prior to the consummation of such Reorganization Event unless
exercised by the Participant within a specified period following the date of
such notice, (iii) provide that outstanding Awards shall become exercisable,
realizable, or deliverable, or restrictions applicable to an Award shall lapse,
in whole or in part prior to or upon such Reorganization Event, (iv) in the
event of a Reorganization Event under the terms of which holders of Common Stock
will receive upon consummation thereof a cash payment for each share surrendered
in the Reorganization Event (the "Acquisition Price"), make or provide for a
cash payment to a Participant equal to the excess, if any, of (A) the
Acquisition Price times the number of shares of Common Stock subject to the
Participant's Awards (to the extent the exercise price does not exceed the
Acquisition Price) over (B) the aggregate exercise price of all such outstanding
Awards and any applicable tax withholdings, in exchange for the termination of
such Awards, (v) provide that, in connection with a liquidation or dissolution
of the Company, Awards shall convert into the right to receive liquidation
proceeds (if applicable, net of the exercise price thereof and any applicable
tax withholdings) and (vi) any combination of the foregoing. In taking any of
the actions permitted under this Section 10(b), the Board shall not be obligated
by the Plan to treat all Awards, all Awards held by a Participant, or all Awards
of the same type, identically.

          For purposes of clause (i) above, an Option shall be considered
assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in value (as determined by the Board) to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event other than a liquidation or
dissolution of the Company, the repurchase and other rights of the Company under
each outstanding Restricted Stock Award shall inure to the benefit of the
Company's successor and shall, unless the Board determines otherwise, apply to
the cash, securities or other property which the Common Stock was converted into
or exchanged for pursuant to such Reorganization Event in the same manner and to
the same extent as they applied to the Common Stock subject to such Restricted
Stock Award. Upon the occurrence of a Reorganization Event involving the
liquidation or dissolution of the Company, except to the extent specifically
provided to the contrary in the instrument evidencing any Restricted Stock Award
or any other agreement between a Participant and the Company, all restrictions
and conditions on all Restricted Stock Awards then outstanding shall
automatically be deemed terminated or satisfied.


                                       -9-

<PAGE>

11.  General Provisions Applicable to Awards

     (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

     (b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d) Termination of Status. The Board shall determine the effect on an Award
of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of
a Participant and the extent to which, and the period during which, the
Participant, or the Participant's legal representative, conservator, guardian or
Designated Beneficiary, may exercise rights under the Award.

     (e) Withholding. The Participant must satisfy all applicable federal,
state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize
ownership of Common Stock under an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on salary or wages. If
the Company elects not to or cannot withhold from other compensation, the
Participant must pay the Company the full amount, if any, required for
withholding or have a broker tender to the Company cash equal to the withholding
obligations. Payment of withholding obligations is due before the Company will
issue any shares on exercise or release from forfeiture of an Award or, if the
Company so requires, at the same time as is payment of the exercise price unless
the Company determines otherwise. If provided for in an Award or approved by the
Board in its sole discretion, a Participant may satisfy such tax obligations in
whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.


                                      -10-

<PAGE>

     (f) Amendment of Award.

          (1) The Board may amend, modify or terminate any outstanding Award,
including but not limited to, substituting therefor another Award of the same or
a different type, changing the date of exercise or realization, and converting
an Incentive Stock Option to a Nonstatutory Stock Option. The Participant's
consent to such action shall be required unless (i) the Board determines that
the action, taking into account any related action, would not materially and
adversely affect the Participant's rights under the Plan or (ii) the change is
permitted under Section 10 hereof.

          (2) The Board may, without stockholder approval, amend any outstanding
Award granted under the Plan to provide an exercise price per share that is
lower than the then-current exercise price per share of such outstanding Award.
The Board may also, without stockholder approval, cancel any outstanding award
(whether or not granted under the Plan) and grant in substitution therefor new
Awards under the Plan covering the same or a different number of shares of
Common Stock and having an exercise price per share lower than the then-current
exercise price per share of the cancelled award.

     (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

12.  Miscellaneous

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

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

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the expiration


                                      -11-

<PAGE>

of 10 years from the earlier of (i) the date on which the Plan was adopted by
the Board or (ii) the date the Plan was approved by the Company's stockholders,
but Awards previously granted may extend beyond that date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time provided that (i) to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders if required by
Section 162(m) (including the vote required under Section 162(m)); and (ii) no
amendment that would require stockholder approval under the rules of the NASDAQ
Stock Market ("NASDAQ") may be made effective unless and until such amendment
shall have been approved by the Company's stockholders. In addition, if at any
time the approval of the Company's stockholders is required as to any other
modification or amendment under Section 422 of the Code or any successor
provision with respect to Incentive Stock Options, the Board may not effect such
modification or amendment without such approval. Unless otherwise specified in
the amendment, any amendment to the Plan adopted in accordance with this Section
12(d) shall apply to, and be binding on the holders of, all Awards outstanding
under the Plan at the time the amendment is adopted, provided the Board
determines that such amendment does not materially and adversely affect the
rights of Participants under the Plan.

     (e) Provisions for Foreign Participants. The Board may modify Awards
granted to Participants who are foreign nationals or employed outside the United
States or establish subplans or procedures under the Plan to recognize
differences in laws, rules, regulations or customs of such foreign jurisdictions
with respect to tax, securities, currency, employee benefit or other matters.

     (f) Compliance with Code Section 409A. No Award shall provide for deferral
of compensation that does not comply with Section 409A of the Code, unless the
Board, at the time of grant, specifically provides that the Award is not
intended to comply with Section 409A of the Code. The Company shall have no
liability to a Participant, or any other party, if an Award that is intended to
be exempt from, or compliant with, Section 409A is not so exempt or compliant or
for any action taken by the Board.

     (g) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, excluding choice-of-law principles of the law of such state that would
require the application of the laws of a jurisdiction other than such state.


                                      -12-