1998 Executive Officer Stock Plan - Apple Computer Inc.


                              APPLE COMPUTER, INC.
                       1998 EXECUTIVE OFFICER STOCK PLAN
                           (AS AMENDED THROUGH 6/27/00)
 
    1.  PURPOSES OF THE PLAN.  The purposes of this Stock Plan are:
 
       to attract and retain the best available personnel for positions of
       substantial responsibility;
 
       to provide additional incentive to the Chairman and/or Executive Officers
       and other key employees; and
 
       to promote the success of the Company's business.
 
    Options granted under the Plan may be Incentive Stock Options (as defined
under Section 422 of the Code) or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant. Stock appreciation rights ("SARs") may
be granted under the Plan in connection with Options or independently of
Options. Stock Purchase Rights may also be granted under the Plan.
 
    2.  DEFINITIONS.  As used herein, the following definitions shall apply:
 
        (a)  "ADMINISTRATOR" means the Board or any of its Committees as shall
    be administering the Plan, in accordance with Section 4 of the Plan.
 
        (b)  "AGREEMENT" means an agreement between the Company and an Optionee
    evidencing the terms and conditions of an individual Option, SAR or Stock
    Purchase Right grant. The Agreement is subject to the terms and conditions
    of the Plan.
 
        (c)  "APPLICABLE LAWS" means the requirements relating to the
    administration of stock option plans under U.S. state corporate laws, U.S.
    federal and state securities laws, the Code, any stock exchange or quotation
    system on which the Common Stock is listed or quoted and the applicable laws
    of any foreign country or jurisdiction where Options, SARs or Stock Purchase
    Rights are, or will be, granted under the Plan.
 
        (d)  "BOARD" means the Board of Directors of the Company.
 
        (e)  "CHAIRMAN" means the Chairman of the Board.
 
        (f)  "CODE" means the Internal Revenue Code of 1986, as amended.
 
        (g)  "COMMITTEE" means a committee of Directors appointed by the Board
    in accordance with Section 4 of the Plan.
 
        (h)  "COMMON STOCK" means the common stock of the Company.
 
        (i)  "COMPANY" means Apple Computer, Inc., a California corporation.
 
        (j)  "CONTINUOUS STATUS AS CHAIRMAN" unless determined otherwise by the
    Administrator, means the absence of any interruption or termination as
    Chairman of the Board with the Company. Continuous Status as Chairman shall
    not be considered interrupted in the case of medical leave, military leave,
    family leave, or any other leave of absence approved by the Administrator,
    provided, in each case, that such leave does not result in termination as
    Chairman with the Company. Neither service as a Director nor payment of a
    director's fee by the Company shall be sufficient to constitute status as
    "Chairman" by the Company.
 
        (k)  "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of any
    interruption or termination of the employment relationship with the Company
    or any Subsidiary. Continuous Status as an Employee shall not be 



    considered interrupted in the case of (i) medical leave, military leave, 
    family leave, or any other leave of absence approved by the Administrator, 
    provided, in each case, that such leave does not result in termination of 
    the employment relationship with the Company or any Subsidiary, as the 
    case may be, under the terms of the respective Company policy for such 
    leave; however, vesting may be tolled while an employee is on an approved 
    leave of absence under the terms of the respective Company policy for such 
    leave; or (ii) in the case of transfers between locations of the Company 
    or between the Company, its Subsidiaries, or its successor; For purposes 
    of Incentive Stock Options, no such leave may exceed ninety days, unless 
    reemployment upon expiration of such leave is guaranteed by statute or 
    contract. If reemployment upon expiration of a leave of absence approved 
    by the Company is not so guaranteed, on the 91st day of such leave any 
    Incentive Stock Option held by the Optionee shall cease to be treated as 
    an Incentive Stock Option and shall be treated for tax purposes as a 
    Nonstatutory Stock Option. Neither service as a Chairman nor as a Director 
    nor payment of a director's fee by the Company shall be sufficient to 
    constitute 'employment' by the Company.
 
        (l) "Director" means a member of the Board.
 
       (m) "Employee" means any person employed by the Company or any Parent or
    Subsidiary of the Company subject to (k) above.
 
        (n) "Exchange Act" means the Securities Exchange Act of 1934, as
    amended.
 
        (o) "Executive Officer" means any person who is an officer of the
    Company within the meaning of Section 16 of the Exchange Act and the rules
    and regulations promulgated thereunder.
 
        (p) "Fair Market Value" means, as of any date, the value of Common Stock
    determined as follows:
 
           (i) If the Common Stock is listed on any established stock exchange
       or a national market system, including without limitation the Nasdaq
       National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
       its Fair Market Value shall be the closing sales price for such stock (or
       the closing bid, if no sales were reported) as quoted on such exchange or
       system, on the date of determination or, if the date of determination is
       not a trading day, the immediately preceding trading day, as reported in
       THE WALL STREET JOURNAL or such other source as the Administrator deems
       reliable;
 
           (ii) If the Common Stock is regularly quoted by a recognized
       securities dealer but selling prices are not reported, the Fair Market
       Value of a Share of Common Stock shall be the mean between the high bid
       and low asked prices for the Common Stock on the date of determination
       or, if there are no quoted prices on the date of determination, on the
       last day on which there are quoted prices prior to the date of
       determination, as reported in THE WALL STREET JOURNAL or such other
       source as the Administrator deems reliable; or
 
          (iii) In the absence of an established market for the Common Stock,
       the Fair Market Value shall be determined in good faith by the
       Administrator.
 
        (q) "Incentive Stock Option"means an Option intended to qualify as an
    incentive stock option within the meaning of Section 422 of the Code and the
    regulations promulgated thereunder and is expressly designated by the
    Administrator at the time of grant as an incentive stock option.
 
        (r) "Nonstatutory Stock Option" means an Option not intended to qualify
    as an Incentive Stock Option.
 
        (s) "Option" means a stock option granted pursuant to the Plan.
 
        (t) "Optioned Stock" means the Common Stock subject to an Option, SAR or
    Stock Purchase Right.
 

        (u) "Optionee" means the holder of an outstanding Option, SAR or Stock
    Purchase Right.
 
        (v) "Parent" means a "parent corporation," whether now or hereafter
    existing, as defined in Section 424(e) of the Code.
 
        (w) "Plan" means this 1998 Executive Officer Stock Plan.
 
        (x) "Restricted Stock" means shares of Common Stock acquired pursuant to
    a grant of Stock Purchase Rights under Section 12 of the Plan.
 
        (y) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
    to Rule 16b-3, as in effect when discretion is being exercised with respect
    to the Plan.
 
        (z) "SAR" means a stock appreciation right granted pursuant to Section
    10 below.
 
       (aa) "Section 16(b)" means Section 16(b) of the Exchange Act.
 
       (bb) "Share" means a share of the Common Stock, as adjusted in accordance
    with Section 15 of the Plan.
 
       (cc) "Stock Purchase Right" means the right to purchase Common Stock
    pursuant to Section 12 of the Plan, as evidenced by an Agreement.
 
       (dd) "Subsidiary" means a 'subsidiary corporation', whether now or
    hereafter existing, as defined in Section 424(f) of the Code.
 
    3.  STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 15 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan or for which SARs or Stock Purchase Rights may be granted and
exercised is 19,000,000 Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
 
    In the discretion of the Administrator, any or all of the Shares authorized
under the Plan may be subject to SARs issued pursuant to the Plan.
 
    If an Option, SAR or Stock Purchase Right issued under the Plan should
expire or become unexercisable for any reason without having been exercised in
full, the unpurchased Shares which were subject thereto shall become available
for other Options, SARs or Stock Purchase Rights under this Plan (unless the
Plan has terminated); however, should the Company reacquire Shares which were
issued pursuant to the exercise of an Option or SAR, such Shares shall not
become available for future grant under the Plan. If Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such shares
shall become available for future grant under the Plan.
 
    4.  ADMINISTRATION OF THE PLAN.
 
        (a)  PROCEDURE.
 
           (i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3
       promulgated under the Exchange Act or any successor rule thereto, as in
       effect at the time that discretion is being exercised with respect to the
       Plan, and by the legal requirements of the Applicable Laws relating to
       the administration of stock plans such as the Plan, if any, the Plan may
       (but need not) be administered by different administrative bodies with
       respect to (A) Directors who are not Employees, (B) Directors who are
       Employees, (C) Officers who are not Directors and (D) Employees who are
       neither Directors nor Officers.
 
           (ii) SECTION 162(m). To the extent that the Administrator determines
       it to be desirable to qualify Options or SARs granted hereunder as
       "performance-based compensation" within the meaning of Section 162(m) of
       the Code, the Plan shall be administered by a Committee of two or more
       "outside directors" within the meaning of Section 162(m) of the Code.
 

          (iii) RULE 16b-3. To the extent desirable to qualify transactions
       hereunder as exempt under Rule 16b-3, the transactions contemplated
       hereunder shall be structured to satisfy the requirements for exemption
       under Rule 16b-3.
 
           (iv) OTHER ADMINISTRATION. Other than as provided above, the Plan
       shall be administered by (A) the Board or (B) a Committee, which
       committee shall be constituted to satisfy Applicable Laws.
 
        (b)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the
    Plan, and in the case of a Committee, subject to the specific duties
    delegated by the Board to such Committee, the Administrator shall have the
    authority, in its discretion:
 
           (i) to determine the Fair Market Value;
 
           (ii) to select the person(s) to whom Options, SARs and Stock Purchase
       Rights may be granted hereunder;
 
          (iii) to determine the number of shares of Common Stock to be covered
       by each Option, SAR or Stock Purchase Right granted hereunder;
 
           (iv) to approve forms of agreement for use under the Plan;
 
           (v) to determine the terms and conditions, not inconsistent with the
       terms of the Plan, of any Option, SAR or Stock Purchase Right granted
       hereunder. Such terms and conditions include, but are not limited to, the
       exercise price, the date of grant, the time or times when Options, SARs
       or Stock Purchase Rights may be exercised (which may be based on
       performance criteria), any vesting acceleration or waiver of forfeiture
       restrictions, and any restriction or limitation regarding any Option, SAR
       or Stock Purchase Right or the shares of Common Stock relating thereto,
       based in each case on such factors as the Administrator, in its sole
       discretion, shall determine;
 
           (vi) to reduce the exercise price of any Option, SAR or Stock
       Purchase Right to the then current Fair Market Value if the Fair Market
       Value of the Common Stock covered by such Option, SAR or Stock Purchase
       Right shall have declined since the date the Option, SAR or Stock
       Purchase Right was granted;
 
          (vii) to construe and interpret the terms of the Plan and awards
       granted pursuant to the Plan;
 
         (viii) to prescribe, amend and rescind rules and regulations relating
       to the Plan, including rules and regulations relating to sub-plans
       established for the purpose of qualifying for preferred tax treatment
       under foreign tax laws;
 
           (ix) to modify or amend each Option, SAR or Stock Purchase Right
       (subject to Section 17(c) of the Plan), including the discretionary
       authority to extend the post-termination exercisability period of Options
       longer than is otherwise provided for in the Plan;
 
           (x) to allow Optionees to satisfy withholding tax obligations by
       electing to have the Company withhold from the Shares to be issued upon
       exercise of an Option, SAR or Stock Purchase Right that number of Shares
       having a Fair Market Value equal to the amount required to be withheld.
       The Fair Market Value of the Shares to be withheld shall be determined on
       the date that the amount of tax to be withheld is to be determined. All
       elections by an Optionee to have Shares withheld for this purpose shall
       be made in such form and under such conditions as the Administrator may
       deem necessary or advisable;
 
           (xi) to authorize any person to execute on behalf of the Company any
       instrument required to effect the grant of an Option, SAR or Stock
       Purchase Right previously granted by the Administrator; and
 

          (xii) to make all other determinations deemed necessary or advisable
       for administering the Plan.
 
        (c)  EFFECT OF ADMINISTRATOR'S DECISION.  The Administrator's decisions,
    determinations and interpretations shall be final and binding on all
    Optionees and any other holders of Options, SARs or Stock Purchase Rights.
 
    5.  ELIGIBILITY.  Nonstatutory Stock Options, SARs and Stock Purchase Rights
may be granted to the Chairman, Executive Officers and other key employees or to
such other individuals as determined by the Administrator whom the Company has
offered a position of Chairman or Executive Officer. Incentive Stock Options may
be granted only to Executive Officers and other key employees.
 
    6.  LIMITATIONS.
 
        (a) Each Option shall be designated in the Agreement as either an
    Incentive Stock Option or a Nonstatutory Stock Option. However,
    notwithstanding such designation, to the extent that the aggregate Fair
    Market Value of the Shares with respect to which Incentive Stock Options are
    exercisable for the first time by the Optionee during any calendar year
    (under all plans of the Company and any Parent or Subsidiary) exceeds
    $100,000, such Options shall be treated as Nonstatutory Stock Options. For
    purposes of this Section 6(a), Incentive Stock Options shall be taken into
    account in the order in which they were granted. The Fair Market Value of
    the Shares shall be determined as of the time the Option with respect to
    such Shares is granted.
 
        (b) Neither the Plan nor any Option, SAR or Stock Purchase Right shall
    confer upon an Optionee any right with respect to continuing the Optionee's
    relationship as an Employee with or Chairman of the Company, nor shall they
    interfere in any way with the Optionee's right or the Company's right to
    terminate such relationship at any time, with or without cause.
 
        (c) The following limitations shall apply to grants of Options and SARs:
 
           (i) No participant shall be granted, in any fiscal year of the
       Company, Options or SARs to purchase more than 17,000,000 Shares;
 
           (ii) The foregoing limitations shall be adjusted proportionately in
       connection with any change in the Company's capitalization as described
       in Section 15;
 
          (iii) If an Option or SAR is canceled in the same fiscal year of the
       Company in which it was granted (other than in connection with a
       transaction described in Section 15), the canceled Option will be counted
       against the limits set forth in subsections (i) above. For this purpose,
       if the exercise price of an Option or SAR is reduced, the transaction
       will be treated as a cancellation of the Option or SAR and the grant of a
       new Option or SAR.
 
    7.  TERM OF PLAN.  Subject to Section 21 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 16 of the Plan.
 
    8.  TERM OF OPTION.  The term of each Option shall be stated in the
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Agreement. Moreover, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Agreement.
 

    9.  OPTION EXERCISE PRICE AND CONSIDERATION.
 
        (a)  EXERCISE PRICE.  The per share exercise price for the Shares to be
    issued pursuant to exercise of an Option shall be determined by the
    Administrator, subject to the following:
 
           (i) In the case of an Incentive Stock Option;
 
              (A) granted to an Employee who, at the time the Incentive Stock
           Option is granted, owns stock representing more than ten percent
           (10%) of the voting power of all classes of stock of the Company or
           any Parent or Subsidiary, the per Share exercise price shall be no
           less than 110% of the Fair Market Value per Share on the date of
           grant; or
 
               (B) granted to any Employee other than an Employee described in
           paragraph (A) immediately above, the per Share exercise price shall
           be no less than 100% of the Fair Market Value per Share on the date
           of grant;
 
           (ii) In the case of a Nonstatutory Stock Option, the per Share
       exercise price shall be determined by the Administrator. In the case of a
       Nonstatutory Stock Option intended to qualify as 'performance-based
       compensation' within the meaning of Section 162(m) of the Code, the per
       Share exercise price shall be no less than 100% of the Fair Market Value
       per Share on the date of grant;
 
          (iii) Notwithstanding the foregoing, Options may be granted with a per
       Share exercise price of less than 100% of the Fair Market Value per Share
       on the date of grant as determined by the Administrator or pursuant to a
       merger or other corporate transaction.
 
        (b)  WAITING PERIOD AND EXERCISE DATES.  At the time an Option is
    granted, the Administrator shall fix the period within which the Option may
    be exercised and shall determine any conditions which must be satisfied
    before the Option may be exercised.
 
        (c)  FORM OF CONSIDERATION.  The Administrator shall determine the
    acceptable form of consideration for exercising an Option, including the
    method of payment. In the case of an Incentive Stock Option, the
    Administrator shall determine the acceptable form of consideration at the
    time of grant. Such consideration may consist entirely of:
 
           (i) cash;
 
           (ii) check;
 
          (iii) promissory note;
 
           (iv) other Shares which (A) in the case of Shares acquired upon
       exercise of an option, have been owned by the Optionee for more than six
       months on the date of surrender, and (B) have a Fair Market Value on the
       date of surrender equal to the aggregate exercise price of the Shares as
       to which said Option shall be exercised;
 
           (v) consideration received by the Company under a cashless exercise
       program implemented by the Company in connection with the Plan;
 
           (vi) a reduction in the amount of any Company liability to the
       Optionee, including any liability attributable to the Optionee's
       participation in any Company-sponsored deferred compensation program or
       arrangement;
 
          (vii) any combination of the foregoing methods of payment; or
 
         (viii) such other consideration and method of payment for the issuance
       of Shares to the extent permitted by Applicable Laws.
 

    10.  STOCK APPRECIATION RIGHTS.
 
        (a)  GRANTED IN CONNECTION WITH OPTIONS.  At the sole discretion of the
    Administrator, SARs may be granted in connection with all or any part of an
    Option, either concurrently with the grant of the Option or at any time
    thereafter during the term of the Option. The following provisions apply to
    SARs that are granted in connection with Options:
 
           (i) The SAR shall entitle the Optionee to exercise the SAR by
       surrendering to the Company unexercised a portion of the related Option.
       The Optionee shall receive in exchange from the Company an amount equal
       to the excess of (x) the Fair Market Value on the date of exercise of the
       SAR of the Common Stock covered by the surrendered portion of the related
       Option over (y) the exercise price of the Common Stock covered by the
       surrendered portion of the related Option. Notwithstanding the foregoing,
       the Administrator may place limits on the amount that may be paid upon
       exercise of a SAR; provided, however, that such limit shall not restrict
       the exercisability of the related Option;
 
           (ii) When a SAR is exercised, the related Option, to the extent
       surrendered, shall no longer be exercisable;
 
          (iii) A SAR shall be exercisable only when and to the extent that the
       related Option is exercisable and shall expire no later than the date on
       which the related Option expires; and
 
           (iv) A SAR may only be exercised at a time when the Fair Market Value
       of the Common Stock covered by the related Option exceeds the exercise
       price of the Common Stock covered by the related Option.
 
        (b)  INDEPENDENT SARS.  At the sole discretion of the Administrator,
    SARs may be granted without related Options. The following provisions apply
    to SARs that are not granted in connection with Options:
 
           (i) The SAR shall entitle the Optionee, by exercising the SAR, to
       receive from the Company an amount equal to the excess of (x) the Fair
       Market Value of the Common Stock covered by exercised portion of the SAR,
       as of the date of such exercise, over (y) the Fair Market Value of the
       Common Stock covered by the exercised portion of the SAR, as of the date
       on which the SAR was granted; provided, however, that the Administrator
       may place limits on the amount that may be paid upon exercise of a SAR;
       and
 
           (ii) SARs shall be exercisable, in whole or in part, at such times as
       the Administrator shall specify in the Optionee's Agreement.
 
        (c)  FORM OF PAYMENT.  The Company's obligation arising upon the
    exercise of a SAR may be paid in Common Stock or in cash, or in any
    combination of Common Stock and cash, as the Administrator, in its sole
    discretion, may determine. Shares issued upon the exercise of a SAR shall be
    valued at their Fair Market Value as of the date of exercise.
 
        (d)  RULE 16b-3.  SARs granted hereunder shall contain such additional
    restrictions as may be required to be contained in the Plan or Agreement in
    order for the SAR to qualify for the maximum exemption provided by Rule
    16b-3.
 
    11.  EXERCISE OF OPTION OR SAR.
 
        (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option or SAR
    granted hereunder shall be exercisable according to the terms of the Plan
    and at such times and under such conditions as determined by the
    Administrator and set forth in the Agreement. An Option may not be exercised
    for a fraction of a Share.
 

        An Option or SAR shall be deemed exercised when the Company receives:
    (i) written or electronic notice of exercise (in accordance with the terms
    of the Option or SAR) from the person entitled to exercise the Option or
    SAR, and (ii) full payment for the Shares with respect to which the Option
    is exercised. Full payment may consist of any consideration and method of
    payment authorized by the Administrator and permitted by the Agreement and
    the Plan. Shares issued upon exercise of an Option shall be issued in the
    name of the Optionee or, if requested by the Optionee, in the name of the
    Optionee and his or her spouse. Until the Shares are issued (as evidenced by
    the appropriate entry on the books of the Company or of a duly authorized
    transfer agent of the Company), no right to vote or receive dividends or any
    other rights as a shareholder shall exist with respect to the Optioned
    Stock, notwithstanding the exercise of the Option. The Company shall issue
    (or cause to be issued) such Shares promptly after the Option is exercised.
    No adjustment will be made for a dividend or other right for which the
    record date is prior to the date the Shares are issued, except as provided
    in Section 15 of the Plan.
 
        Exercising an Option in any manner shall decrease the number of Shares
    thereafter available, both for purposes of the Plan and for sale under the
    Option, by the number of Shares as to which the Option is exercised.
    Exercise of a SAR in any manner shall, to the extent the SAR is exercised,
    result in a decrease in the number of Shares which thereafter shall be
    available for purposes of the Plan, and the SAR shall cease to be
    exercisable to the extent it has been exercised.
 
        (b)  TERMINATION OF CONTINUOUS STATUS AS CHAIRMAN.  Upon termination of
    an Optionee's Continuous Status as Chairman (other than termination by
    reason of the Optionee's death), the Optionee may, but only within
    ninety (90) days after the date of such termination, exercise his or her
    Option or SAR to the extent that it was exercisable at the date of such
    termination. Notwithstanding the foregoing, however, an Option or SAR may
    not be exercised after the date the Option or SAR would otherwise expire by
    its terms due to the passage of time from the date of grant.
 
        (c)  TERMINATION OF CONTINUOUS EMPLOYMENT.  Upon termination of an
    Optionee's Continuous Status as Employee (other than termination by reason
    of the Optionee's death), the Optionee may, but only within ninety (90) days
    after the date of such termination, exercise his or her Option or SAR to the
    extent that it was exercisable at the date of such termination.
    Notwithstanding the foregoing, however, an Option or SAR may not be
    exercised after the date the Option or SAR would otherwise expire by its
    terms due to the passage of time from the date of grant.
 
        (d)  DEATH OF OPTIONEE.  If an Optionee dies (i) while an Employee or
    Chairman, the Option or SAR may be exercised at any time within six (6)
    months (or such other period of time not exceeding twelve (12) months as
    determined by the Administrator) following the date of death by the
    Optionee's estate or by a person who acquired the right to exercise the
    Option by bequest or inheritance, but only to the extent of the right to
    exercise that would have accrued had the Optionee continued living and
    terminated his or her employment six (6) months (or such other period of
    time not exceeding twelve (12) months as determined by the Administrator)
    after the date of death; or (ii) within ninety (90) days after the
    termination of Continuous Status as an Employee or Chairman, the Option or
    SAR may be exercised, at any time within six (6) months (or such other
    period of time not exceeding twelve (12) months as determined by the
    Administrator) following the date of death by the Optionee's estate or by a
    person who acquired the right to exercise the Option or SAR by bequest or
    inheritance, but only to the extent of the right to exercise that had
    accrued at the date of termination. If the Option or SAR is not so exercised
    within the time specified herein, the Option or SAR shall terminate, and the
    Shares covered by such Option or SAR shall revert to the Plan.
 
        Notwithstanding the foregoing, however, an Option or SAR may not be
    exercised after the date the Option or SAR would otherwise expire by its
    terms due to the passage of time from the date of grant.
 

        (e)  BUYOUT PROVISIONS.  The Administrator may at any time offer to buy
    out for a payment in cash or Shares an Option or SAR previously granted
    based on such terms and conditions as the Administrator shall establish and
    communicate to the Optionee at the time that such offer is made.
 
    12.  STOCK PURCHASE RIGHTS.
 
        (a)  RIGHTS TO PURCHASE.  Stock Purchase Rights may be issued either
    alone, in addition to, or in tandem with other awards granted under the Plan
    and/or cash awards made outside of the Plan. After the Administrator
    determines that it will offer Stock Purchase Rights under the Plan, it shall
    advise the Optionee in writing or electronically, of the terms, conditions
    and restrictions related to the offer, including the number of Shares that
    the Optionee shall be entitled to purchase, the price to be paid, and the
    time within which the Optionee must accept such offer. The offer shall be
    accepted by execution of an Agreement in the form determined by the
    Administrator.
 
        (b)  REPURCHASE OPTION.  Unless the Administrator determines otherwise,
    the Agreement shall grant the Company a repurchase option exercisable upon
    the voluntary or involuntary termination of the purchaser's service with the
    Company for any reason (including death or Disability). The purchase price
    for Shares repurchased pursuant to the Agreement shall be the original price
    paid by the purchaser and may be paid by cancellation of any indebtedness of
    the purchaser to the Company. The repurchase option shall lapse at a rate
    determined by the Administrator.
 
        (c)  OTHER PROVISIONS.  The Agreement shall contain such other terms,
    provisions and conditions not inconsistent with the Plan as may be
    determined by the Administrator in its sole discretion.
 
        (d)  RIGHTS AS A SHAREHOLDER.  Once the Stock Purchase Right is
    exercised, the purchaser shall have the rights equivalent to those of a
    shareholder, and shall be a shareholder when his or her purchase is entered
    upon the records of the duly authorized transfer agent of the Company. No
    adjustment will be made for a dividend or other right for which the record
    date is prior to the date the Stock Purchase Right is exercised, except as
    provided in Section 15 of the Plan.
 
    13.  TRANSFERABILITY OF OPTIONS, SARS AND STOCK PURCHASE RIGHTS.  Unless
determined otherwise by the Administrator, an Option, SAR or Stock Purchase
Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
1 of the Employee Retirement Income Security Act, and may be exercised, during
the lifetime of the Optionee, only by the Optionee. If the Administrator makes
an Option, SAR or Stock Purchase Right transferable, such Option, SAR or Stock
Purchase Right shall contain such additional terms and conditions as the
Administrator deems appropriate.
 
    14.  STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.  When an 
Optionee incurs tax liability in connection with the exercise of an Option, 
SAR or Stock Purchase Right, which tax liability is subject to tax 
withholding under applicable tax laws, and the Optionee is obligated to pay 
the Company an amount required to be withheld under applicable tax laws, the 
Optionee may satisfy the withholding tax obligation by electing to have the 
Company withhold from the Shares to be issued upon exercise of the Option, or 
the Shares to be issued upon exercise of the SAR or Stock Purchase Right, if 
any, that number of Shares having a Fair Market Value equal to the amount 
required to be withheld. The Fair Market Value of the Shares to be withheld 
shall be determined on the date that the amount of tax to be withheld is to 
be determined (the "Tax Date").
 
    All elections by an Optionee to have Shares withheld for this purpose shall
be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:
 
        (i) the election must be made on or prior to the applicable Tax Date;
    and
 

        (ii) all elections shall be subject to the consent or disapproval of the
    Administrator.
 
    In the event the election to have Shares withheld is made by an Optionee and
the Tax Date is deferred under Section 83 of the Code because no election is
filed under Section 83(b) of the Code, the Optionee shall receive the full
number of Shares with respect to which the Option, SAR or Stock Purchase Right
is exercised but such Optionee shall be unconditionally obligated to tender back
to the Company the proper number of Shares on the Tax Date.
 
    15.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.
 
        (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
    shareholders of the Company, the number of shares of Common Stock covered by
    each outstanding Option, SAR or Stock Purchase Right, and the number of
    shares of Common Stock which have been authorized for issuance under the
    Plan but as to which no Options, SARs or Stock Purchase Rights have yet been
    granted or which have been returned to the Plan upon cancellation or
    expiration of an Option, SAR or Stock Purchase Right, as well as the price
    per share of Common Stock covered by each such outstanding Option, SAR or
    Stock Purchase Right, shall be proportionately adjusted for any increase or
    decrease in the number of issued shares of Common Stock resulting from a
    stock split, reverse stock split, stock dividend, combination or
    reclassification of the Common Stock, or any other increase or decrease in
    the number of issued shares of Common Stock effected without receipt of
    consideration by the Company; provided, however, that conversion of any
    convertible securities of the Company shall not be deemed to have been
    "effected without receipt of consideration." Such adjustment shall be made
    by the Board, whose determination in that respect shall be final, binding
    and conclusive. 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 of
    Common Stock subject to an Option, SAR or Stock Purchase Right.
 
        (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed
    dissolution or liquidation of the Company, all outstanding Options, SARs and
    Stock Purchase Rights will terminate immediately prior to the consummation
    of such proposed action, unless otherwise provided by the Administrator. The
    Administrator may, in the exercise of its sole discretion in such instances,
    declare that any Option, SAR or Stock Purchase Right shall terminate as of a
    date fixed by the Administrator and give each Optionee the right to exercise
    his or her Option, SAR or Stock Purchase Right as to all or any part of the
    Optioned Stock, including Shares as to which the Option, SAR or Stock
    Purchase Right would not otherwise be exercisable.
 
        (c)  MERGER OR ASSET SALE.  Unless otherwise determined by the
    Administrator, in the event of a merger of the Company with or into another
    corporation, or the sale of substantially all of the assets of the Company,
    each outstanding Option, SAR and Stock Purchase Right shall be assumed or an
    equivalent option or right substituted by the successor corporation or a
    Parent or Subsidiary of the successor corporation. In the event that the
    successor corporation refuses to assume or substitute for the Option, SAR or
    Stock Purchase Right, the Optionee shall fully vest in and have the right to
    exercise the Option, SAR or Stock Purchase Right as to all of the Optioned
    Stock, including Shares as to which it would not otherwise be vested or
    exercisable. If an Option, SAR or Stock Purchase Right becomes fully vested
    and exercisable in lieu of assumption or substitution in the event of a
    merger or sale of assets, the Administrator shall notify the Optionee in
    writing or electronically that the Option, SAR or Stock Purchase Right shall
    be fully vested and exercisable for a period of thirty (30) days from the
    date of such notice, and the Option, SAR or Stock Purchase Right shall
    terminate upon the expiration of such period. For the purposes of this
    paragraph, the Option, SAR or Stock Purchase Right shall be considered
    assumed if, following the merger or sale of assets, the option or right
    confers the right to purchase or receive, for each Share of Optioned Stock
    subject to the Option, SAR or Stock Purchase Right immediately prior to the
    merger or sale of assets, the consideration (whether stock, cash, or other 
 


    securities or property) received in the merger or sale of assets by 
    holders of Common Stock for each Share held on the effective date of the 
    transaction (and if holders were offered a choice of consideration, the 
    type of consideration chosen by the holders of a majority of the 
    outstanding Shares); provided, however, that if such consideration 
    received in the merger or sale of assets is not solely common stock of the 
    succesor corporation or its Parent, the Administrator may, with the 
    consent of the successor corporation, provide for the consideration to be 
    received upon the exercise of the Option, SAR or Stock Purchase Right, for 
    each Share of Optioned Stock subject to the Option, SAR or Stock Purchase 
    Right, to be solely common stock of the successor corporation or its 
    Parent equal in fair market value to the per share consideration received 
    by holders of Common Stock in the merger or sale of assets.
 
        (d)  CHANGE IN CONTROL.  In the event of a "Change in Control" of the
    Company, as defined in paragraph (e) below, unless otherwise determined by
    the Administrator prior to the occurrence of such Change in Control, the
    following acceleration and valuation provisions shall apply:
 
           (i) Any Options, SARs and Stock Purchase Rights outstanding as of the
       date such Change in Control is determined to have occurred that are not
       yet exercisable and vested on such date shall become fully exercisable
       and vested; and
 
          (ii) The value of all outstanding Options, SARs and Stock Purchase
       Rights shall, unless otherwise determined by the Administrator at or
       after grant, be cashed-out. The amount at which such Options, SARs and
       Stock Purchase Rights shall be cashed out shall be equal to the excess of
       (x) the Change in Control Price (as defined below) over (y) the exercise
       price of the Common Stock covered by the Option, SAR or Stock Purchase
       Right. The cash-out proceeds shall be paid to the Optionee or, in the
       event of death of an Optionee prior to payment, to the estate of the
       Optionee or to a person who acquired the right to exercise the Option,
       SAR or Stock Purchase Right by bequest or inheritance.
 
        (e)  DEFINITION OF "CHANGE IN CONTROL".  For purposes of this
    Section 15, a "Change in Control" means the happening of any of the
    following:
 
           (i) When any "person", as such term is used in Sections 13(d) and
       14(d) of the Exchange Act (other than the Company, a Subsidiary or a
       Company employee benefit plan, including any trustee of such plan acting
       as trustee) is or becomes the "beneficial owner" (as defined in
       Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
       of the Company representing fifty percent (50%) or more of the combined
       voting power of the Company's then outstanding securities; or
 
           (ii) The occurrence of a transaction requiring shareholder approval,
       and involving the sale of all or substantially all of the assets of the
       Company or the merger of the Company with or into another corporation.
 
        (f)  CHANGE IN CONTROL PRICE.  For purposes of this Section 15, "Change
    in Control Price" shall be, as determined by the Administrator, (i) the
    highest Fair Market Value at any time within the 60-day period immediately
    preceding the date of determination of the Change in Control Price by the
    Administrator (the "60-Day Period"), or (ii) the highest price paid or
    offered, as determined by the Administrator, in any bona fide transaction or
    bona fide offer related to the Change in Control of the Company, at any time
    within the 60-Day Period.
 
    16.  DATE OF GRANT.  The date of grant of an Option, SAR or Stock Purchase
Right shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option, SAR or Stock Purchase Right, or such other
later date as is determined by the Administrator. Notice of the determination
shall be provided to each Optionee within a reasonable time after the date of
such grant.
 

    17.  AMENDMENT AND TERMINATION OF THE PLAN.
 
        (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend, alter,
    suspend or terminate the Plan.
 
        (b)  SHAREHOLDER APPROVAL.  The Company shall obtain shareholder
    approval of any Plan amendment to the extent necessary and desirable to
    comply with Applicable Laws.
 
        (c)  EFFECT OF AMENDMENT OR TERMINATION.  No amendment, alteration,
    suspension or termination of the Plan shall impair the rights of any
    Optionee, unless mutually agreed otherwise between the Optionee and the
    Administrator, which agreement must be in writing and signed by the Optionee
    and the Company. Termination of the Plan shall not affect the
    Administrator's ability to exercise the powers granted to it hereunder with
    respect to Options, SARs or Stock Purchase Rights granted under the Plan
    prior to the date of such termination.
 
    18.  CONDITIONS UPON ISSUANCE OF SHARES.
 
        (a)  LEGAL COMPLIANCE.  Shares shall not be issued pursuant to the
    exercise of an Option, SAR or Stock Purchase Right unless the exercise of
    such Option, SAR or Stock Purchase Right and the issuance and delivery of
    such Shares shall comply with Applicable Laws and shall be further subject
    to the approval of counsel for the Company with respect to such compliance.
 
        (b)  INVESTMENT REPRESENTATIONS.  As a condition to the exercise of an
    Option, SAR or Stock Purchase Right, the Company may require the person
    exercising such Option, SAR or Stock Purchase Right to represent and warrant
    at the time of any such exercise that the Shares are being purchased only
    for investment and without any present intention to sell or distribute such
    Shares if, in the opinion of counsel for the Company, such a representation
    is required.
 
    19.  INABILITY TO OBTAIN AUTHORITY.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
 
    20.  RESERVATION OF SHARES.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
 
    21.  SHAREHOLDER APPROVAL.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.

    22.  NON-U.S. EMPLOYEES.  Notwithstanding anything in the Plan to the 
contrary, with respect to any employee who is resident outside of the United 
States, the Committee may, in its sole discretion, amend the terms of the 
Plan in order to conform such terms with the requirements of local law or to 
meet the objectives of the Plan. The Committee may, where appropriate, 
establish one or more sub-plans for this purpose.