SYMMETRICOM, INC.
 
                        1999 EMPLOYEE STOCK OPTION PLAN
                         AS AMENDED ON OCTOBER 23, 2000
 
 
     1    Purposes of the Plan. The purposes of this 1999 Employee Stock Option
          --------------------
Plan are:
 
          .    to attract and retain the best available personnel for positions
of substantial responsibility,
 
          .    to provide additional incentive to Employees, Directors and
Consultants, and
 
          .    to promote the success of the Company's business.
 
          Options granted under the Plan may be Incentive Stock Options or
 Nonstatutory Stock Options, as determined by the Administrator at the time of
 grant. 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)      "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 or Stock Purchase Rights are,
or will be, granted under the Plan.
 
          (c)      "Board" means the Board of Directors of the Company.
                    -----
 
          (d)      "Code" means the Internal Revenue Code of 1986, as amended.
                    ----
 
          (e)      "Committee" means a committee of Directors appointed by the
                    ---------
Board in accordance with Section 4 of the Plan.
 
          (f)      "Common Stock" means the common stock of the Company.
                    ------------
 
          (g)      "Company" means Symmetricom, Inc., a California corporation.
                    -------
 
          (h)      "Consult" means any person, including an advisor, engaged by
                    -------
the Company or a Parent or Subsidiary to render services to such entity.
 
          (i)      "Director" means a member of the Board.
                    --------
 
          (j)      "Disability" means total and permanent disability as defined
                    ----------
in Section 22(e)(3) of the Code.
 
          (k)      "Employee" means any person, including Officers and
                    --------
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 181st 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
 
                                      -1-
<PAGE>
 
 
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
 
               (l)      "Exchange Act" means the Securities Exchange Act of
                         ------------
1934, as amended.
 
               (m)      "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 for the same day as the date of determination, 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 last market trading day prior
to the day 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.
 
               (n)      "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.
 
               (o)      "Nonstatutory Stock Option" means an Option not intended
                         -------------------------
to qualify as an Incentive Stock Option.
 
               (p)      "Notice of Grant" means a written or electronic notice
                         ---------------
evidencing certain terms and conditions of an individual Option or Stock
Purchase Right grant. The Notice of Grant is part of the Option Agreement.
 
               (q)      "Officer" means a 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.
 
               (r)      "Option" means a stock option granted pursuant to the
                         ------
Plan.
 
               (s)      "Option Agreement" means an agreement between the
                         ----------------
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
 
               (t)      "Optioned Stock" means the Common Stock subject to an
                         --------------
Option or Stock Purchase Right.
 
               (u)      "Optionee" means the holder of an outstanding Option or
                         --------
Stock Purchase Right granted under the Plan.
 
               (v)      "Parent" means a "parent corporation," whether now or
                         ------
hereafter existing, as defined in Section 424(e) of the Code.
 
               (w)      "Plan" means this 1999 Employee Stock Option Plan as
                         ----
amended on October 23, 2000.
 
               (x)      "Restricted Stock" means shares of Common Stock acquired
                         ----------------
pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.
 
                                      -2-
<PAGE>
 
 
               (y)     "Restricted Stock Purchase Agreement" means a written
                        -----------------------------------
agreement between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.
 
               (z)      "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.
 
               (aa)     "Section 16(b)" means Section 16(b) of the Exchange Act.
                         -------------
 
               (bb)     "Service Provider" means an Employee, Director or
                         ----------------
Consultant.
 
               (cc)     "Share" means a share of the Common Stock, as adjusted
                         -----
in accordance with Section 13 of the Plan.
 
               (dd)     "Stock Purchase Right" means the right to purchase
                         --------------------
Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of
Grant.
 
               (ee)     "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 13 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 2,900,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
 
                        If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated); provided, however, that Shares that have actually been issued
                 --------
under the Plan, whether upon exercise of an Option or Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that 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. The Plan may be
                                 ------------------------------
administered by different Committees with respect to different groups of Service
Providers.
 
                        (ii)     Section 162(m). To the extent that the
                                 --------------
Administrator determines it to be desirable to qualify Options 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:
 
                                      -3-
<PAGE>
 
 
                    (i)      to determine Fair Market Value;
 
                    (ii)     to select the Service Providers to whom Options and
Stock Purchase Rights may be granted hereunder;
 
                    (iii)    to determine the number of shares of Common Stock
to be covered by each Option and 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 or Stock Purchase Right
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options 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 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 construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;
 
                    (vii)    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;
 
                    (viii)   to modify or amend each Option or Stock Purchase
Right (subject to Section 15(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;
 
                    (ix)     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 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-,
 
                    (x)      to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;
 
                    (xi)     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 or Stock Purchase Rights.
 
     5.    Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may
           -----------
be granted to Service Providers. Incentive Stock Options may be granted only to
Employees.
 
     6.    Limitations.
           -----------
 
           (a)      Each Option shall be designated in the Option 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
 
                                      -4-
<PAGE>
 
 
$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 or Stock Purchase Right
shall confer upon an Optionee any right with respect to continuing the
Optionee's relationship as a Service Provider with 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:
 
                        (i)      No Service Provider shall be granted, in any
fiscal year of the Company, Options to purchase more than 250,000 Shares.
 
                        (ii)     In connection with his or her initial service,
a Service Provider may be granted Options to purchase up to an additional
250,000 Shares, which shall not count against the limit set forth in subsection
(i) above.
 
                        (iii)    The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.
 
                        (iv)     If an Option is cancelled in the same fiscal
year of the Company in which it was granted (other than in connection with a
transaction described in Section 13), the cancelled Option will be counted
against the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option.
 
         7.       Term of Plan. Subject to Section 19 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 15
of the Plan.
 
         8.       Term of Option. The term of each Option shall be stated in the
                  --------------
Option 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 Option 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 Option 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 I
10% of the Fair Market Value per Share on the date of grant.
 
                                    (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.
 
                                      -5-
<PAGE>
 
 
                           (ii)     In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the Administrator, but shall
in no event be less than 85% of the Fair Market Value of the Common Stock. 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 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 that 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.      Exercise of Option.
                  ------------------
 
                  (a)      Procedure for Exercise; Rights as a Shareholder. Any
                           -----------------------------------------------
Option 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 Option Agreement. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.
 
                           An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, 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 Option
 
                                      -6-
<PAGE>
 
 
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 13 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.
 
                  (b)      Termination of Relationship as a Service Provider. If
                           -------------------------------------------------
an Optionee ceases to be a Service Provider, other than upon the Optionee's
death or Disability, the Optionee may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
                  (c)      Disability of Optionee. If an Optionee ceases to be a
                           ----------------------
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for six (6) months following the
Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
 
                  (d)      Death of Optionee. If an Optionee dies while a
                           -----------------
Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement, (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant), by the Optionee's
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance, but only to the extent that the Option is vested on the date of
death. In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for six (6) months following the Optionee's
termination. If, at the time of death, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall immediately revert to the Plan. The Option may be exercised by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
 
                  (e)      Buyout Provisions. The Administrator may at any time
                           -----------------
offer to buy out for a payment in cash or Shares an Option 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.
 
         11.      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 offeree in writing or electronically, by means of a
Notice of Grant, of the terms, conditions and restrictions related to the offer,
 
                                      -7-
<PAGE>
 
 
including the number of Shares that the offeree shall be entitled to purchase,
the price to be paid (which price shall not be less than 50% of the Fair Market
Value of the Shares as of the date of the offer), and the time within which the
offeree must accept such offer, which shall in no event exceed thirty (30) days
from the date upon which the Administrator made the determination to grant the
Stock Purchase Right. The offer shall be accepted by execution of a Restricted
Stock Purchase Agreement in the form determined by the Administrator.
 
                  (b)      Repurchase Option. Unless the Administrator
                           -----------------
determines otherwise, the Restricted Stock Purchase 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 Restricted Stock Purchase 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 Restricted Stock Purchase
                           ----------------
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 13
of the Plan.
 
         12.      Non-Transferability of Options and Stock Purchase Rights.
                  --------------------------------------------------------
Unless determined otherwise by the Administrator, an Option 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
and may be exercised, during the lifetime of the Optionee, only by the Optionee.
If the Administrator makes an Option or Stock Purchase Right transferable, such
Option or Stock Purchase Right shall contain such additional terms and
conditions as the Administrator deems appropriate.
 
         13.      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 and 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 or Stock Purchase Rights have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option or Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option 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 or Stock Purchase Right.
 
                  (b)      Dissolution or Liquidation. In the event of the
                           --------------------------
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable. In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or
 
                                      -8-
<PAGE>
 
 
Stock Purchase Right shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Option or
Stock Purchase Right will terminate immediately prior to the consummation of
such proposed action.
 
                  (c)    Merger or Asset Sale. 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 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 or
Stock Purchase Right, the Optionee shall fully vest in and have the right to
exercise the Option 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 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 or Stock Purchase Right shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option or
Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option 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 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 successor 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 or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option 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, any or all or none
of the following acceleration and valuation provisions shall apply, as the
Board, in its discretion, shall determine prior to such Change of Control:
 
                         (i)      Any Options 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;
 
                         (ii)     To the extent they are exercisable and vested,
the value of all outstanding Options and Stock Purchase Rights shall, unless
otherwise determined by the Board at or after grant, shall be cashed out at the
Change in Control Price, reduced by the exercise price applicable to such
Options or Stock Purchase Rights. 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 or Stock Purchase Right by bequest or inheritance.
 
                  (e)    Definition of "Change in Control". For purposes of this
                         ---------------------------------
Section 13, 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.
 
                                      -9-
<PAGE>
 
 
               (f)    Change in Control Price. For purposes of this Section 13,
                      -----------------------
"Change in Control Price" shall be, as determined by the Board, (i) the highest
closing sale price of a Share of Common Stock as reported by the NASDAQ System
and as appearing in the Wall Street Journal (or, in the event the Common Stock
is listed on a stock exchange, the highest closing price on such exchange as
reported on the Composite Transaction Reporting System), at any time within the
60-day period immediately preceding the date of determination of the Change in
Control Price by the Board (the "60-Day Period"), or (ii) the highest price paid
or offered, as determined by the Board, 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, or (iii) some lower price as the Board, in its discretion,
determines to be a reasonable estimate of the fair market value of a share of
Common Stock.
 
         14.   Date of Grant. The date of grant of an Option or Stock Purchase
               -------------
Right shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option 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.
 
         15.   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
granted under the Plan prior to the date of such termination.
 
         16.   Conditions Upon Issuance of Shares.
               ----------------------------------
 
               (a)      Legal Compliance. Shares shall not be issued pursuant to
                        ----------------
the exercise of an Option or Stock Purchase Right unless the exercise of such
Option 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 or Stock Purchase Right, the Company may require the
person exercising such Option 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.
 
         17.   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.
 
         18.   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.
 
         19.   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.
 
                                      -10-
</TEXT>
</DOCUMENT>