JDS UNIPHASE CORPORATION
 
                          2003 EQUITY INCENTIVE PLAN
 
     1.  Purpose of the Plan. The purpose of this Plan is to provide incentives
to attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company by offering them an
opportunity to participate in the Company's future performance.
 
   2.  Definitions. As used herein, the following definitions shall apply:
 
       (a) "Administrator" means the Board or any of the Committees appointed
       to administer the Plan.
 
       (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.
 
       (c) "Applicable Laws" means the legal requirements relating to the Plan
and the Awards under applicable provisions of federal securities laws, state
corporate and securities laws, the Code, the rules of any applicable stock
exchange or national market system, and the rules of any non-U.S. jurisdiction
applicable to Awards granted to residents therein.
 
       (d) "Assumed" means that pursuant to a Corporate Transaction either (i)
the Award is expressly affirmed by the Company or (ii) the contractual
obligations represented by the Award are expressly assumed (and not simply by
operation of law) by the successor entity or its Parent in connection with the
Corporate Transaction with appropriate adjustments to the number and type of
securities of the successor entity or its Parent subject to the Award and the
exercise or purchase price thereof which preserves the compensation element of
the Award existing at the time of the Corporate Transaction as determined in
accordance with the instruments evidencing the agreement to assume the Award.
 
       (e) "Award" means the grant of an Option, SAR, Dividend Equivalent
Right, Restricted Stock, Performance Unit, Performance Share, or other right or
benefit under the Plan.
 
       (f) "Award Agreement" means the written agreement evidencing the grant
of an Award executed by the Company and the Grantee, including any amendments
thereto.
 
       (g) "Board" means the Board of Directors of the Company.
 
       (h) "Cause" means, with respect to the termination by the Company or a
Related Entity of the Grantee's Continuous Active Service, that such
termination is for "Cause" as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, is based on, in the determination of the Administrator, the
Grantee's: (i) performance of any act or failure to perform any act in bad
faith and to the detriment of the Company or a Related Entity; (ii) dishonesty,
intentional misconduct, material violation of any applicable Company or Related
Entity policy, or material breach of any agreement with the Company or a
Related Entity; or (iii) commission of a crime involving dishonesty, breach of
trust, or physical or emotional harm to any person.
 
       (i) "Change in Control" means a change in ownership or control of the
Company effected through either of the following transactions:
 
          (i) the direct or indirect acquisition by any person or related group
of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of
the offeror do not recommend such stockholders accept, or
 
          (ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who
are Continuing Directors.
 
       (j) "Code" means the Internal Revenue Code of 1986, as amended.
 
       (k) "Committee" means any committee composed of members of the Board
appointed by the Board to administer the Plan.
 
       (l) "Common Stock" means the common stock of the Company.
 
       (m) "Company" means JDS Uniphase Corporation, a Delaware corporation.
 
       (n) "Consultant" means any person (other than an Employee or a Director,
solely with respect to rendering services in such person's capacity as a
Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.
 
       (o) "Continuing Directors" means members of the Board who either (i)
have been Board members continuously for a period of at least thirty-six (36)
months or (ii) have been Board members for less than thirty-six (36) months and
were elected or nominated for election as Board members by at least a majority
of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.
 
       (p) "Continuous Active Service" means that the provision of services to
the Company or a Related Entity in any capacity of Employee, Director or
Consultant is not interrupted or terminated. In jurisdictions requiring notice
in advance of an effective termination as an Employee, Director or Consultant,
Continuous Active Service shall be deemed terminated upon the actual cessation
of providing services to the Company or a Related Entity notwithstanding any
required notice period that must be fulfilled before a termination as an
Employee, Director or Consultant can be effective under Applicable Laws.
Continuous Active Service shall not be considered interrupted in the case of
(i) any approved leave of absence, (ii) transfers among the Company, any
Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in
the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement).
An approved leave of absence shall include sick leave, military leave, or any
other authorized personal leave. For purposes of each Incentive Stock Option
granted under the Plan, if such leave exceeds ninety (90) days, and
reemployment upon expiration of such leave is not guaranteed by statute or
contract, then the Incentive Stock Option shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following the
expiration of such ninety (90) day period.
 
       (q) "Corporate Transaction" means any of the following transactions:
 
          (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;
 
          (ii) the sale, transfer or other disposition of all or substantially
          all of the assets of the Company;
 
          (iii) the complete liquidation or dissolution of the Company;
 
          (iv) any reverse merger or series of related transactions culminating
in a reverse merger (including, but not limited to, a tender offer followed by
a reverse merger) in which the Company is the surviving entity but in which
securities possessing more than forty percent (40%) of the total combined
voting power of the Company's outstanding securities are transferred to a
person or persons different from those who held such securities immediately
prior to such merger or the initial transaction culminating in such merger but
excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction; or
 
 
          (v) acquisition in a single or series of related transactions by any
person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.
 
       (r) "Covered Employee" means an Employee who is a "covered employee"
under Section 162(m)(3) of the Code.
 
       (s) "Director" means a member of the Board or the board of directors of
any Related Entity.
 
       (t) "Disability" means as defined under the long-term disability policy
of the Company or the Related Entity to which the Grantee provides services
regardless of whether the Grantee is covered by such policy. If the Company or
the Related Entity to which the Grantee provides service does not have a
long-term disability plan in place, "Disability" means that a Grantee is unable
to carry out the responsibilities and functions of the position held by the
Grantee by reason of any medically determinable physical or mental impairment
for a period of not less than ninety (90) consecutive days. A Grantee will not
be considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Administrator in its discretion.
 
       (u) "Dividend Equivalent Right" means a right entitling the Grantee to
compensation measured by dividends paid with respect to Common Stock.
 
       (v) "Employee" means any person, including an Officer or Director, who
is in the employ of the Company or any Related Entity, subject to the control
and direction of the Company or any Related Entity as to both the work to be
performed and the manner and method of performance. The payment of a director's
fee by the Company or a Related Entity shall not be sufficient to constitute
"employment" by the Company.
 
       (w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
 
       (x) "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 no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
 
          (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or 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 no such prices
were reported on that date, on the last date such prices were reported), 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 of
the type described in (i) and (ii), above, the Fair Market Value thereof shall
be determined by the Administrator in good faith.
 
       (y) "Grantee" means an Employee, Director or Consultant who receives an
Award under the Plan.
 
       (z) "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee's household (other than a tenant or employee), a trust in which these
persons (or the Grantee) have more than fifty percent
(50%) of the beneficial interest, a foundation in which these persons (or the
Grantee) control the management of assets, and any other entity in which these
persons (or the Grantee) own more than fifty percent (50%) of the voting
interests.
 
       (aa) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code
 
       (bb) "Non-Qualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
 
       (cc) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
 
       (dd) "Option" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan.
 
       (ee) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
 
       (ff) "Performance-Based Compensation" means compensation qualifying as
"performance-based compensation" under Section 162(m) of the Code.
 
       (gg) "Performance Shares" means Shares or an Award denominated in Shares
which may be earned in whole or in part upon attainment of performance criteria
established by the Administrator.
 
       (hh) "Performance Units" means an Award which may be earned in whole or
in part based upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities or
a combination of cash, Shares or other securities as established by the
Administrator.
 
       (ii) "Plan" means this 2003 Equity Incentive Plan.
 
       (jj) "Related Entity" means any Parent or Subsidiary of the Company and
any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.
 
       (kk) "Replaced" means that pursuant to a Corporate Transaction the Award
is replaced with a comparable stock award or a cash incentive program of the
Company, the successor entity (if applicable) or Parent of either of them which
preserves the compensation element of such Award existing at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Administrator and its
determination shall be final, binding and conclusive.
 
       (ll)"Restricted Stock" means Shares issued under the Plan to the Grantee
for such consideration, if any, and subject to such restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions, and
other terms and conditions as established by the Administrator.
 
       (mm) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.
 
       (nn) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Common Stock.
 
       (oo) "Share" means a share of the Common Stock.
 
       (pp) "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.
 
       (a) Subject to the provisions of Section 10 below, the maximum aggregate
number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is 140,000,000 Shares. Notwithstanding the foregoing,
no more than twenty percent (20%) of the aggregate number of Shares reserved
for issuance under the Plan pursuant to the preceding sentence may be issued
pursuant to all Awards of Restricted Stock. The Shares to be issued pursuant to
Awards may be authorized, but unissued, or reacquired Common Stock.
 
       (b) The maximum number of Shares with respect to which Awards may be
issued to Covered Employees as a group in any fiscal year of the Company shall
be limited to five percent (5%) of the total number of Shares subject to Awards
issued during such fiscal year. Notwithstanding the preceding sentence, Awards
to Covered Employees made in connection with such Covered Employees'
commencement of employment with the Company or promotion (either to a position
which would result in an employee becoming a Covered Employee, or the promotion
of a Covered Employee from one position to another) shall not be included for
purposes of calculating whether such limitation has been reached.
 
       (c) Any Shares covered by an Award (or portion of an Award) which is
forfeited, canceled or expires (whether voluntarily or involuntarily) shall be
deemed not to have been issued for purposes of determining the maximum
aggregate number of Shares which may be issued under the Plan. Shares that
actually have been issued under the Plan pursuant to an Award shall not be
returned to the Plan and shall not become available for future issuance under
the Plan, except that if unvested Shares are forfeited, or repurchased by the
Company at the lower of their original purchase price or their Fair Market
Value at the time of repurchase, such Shares shall become available for future
grant under the Plan.
 
   4.  Administration of the Plan.
 
       (a) Plan Administrator.
 
          (i) Administration with Respect to Directors and Officers. With
respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted
in such a manner as to satisfy the Applicable Laws and to permit such grants
and related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board.
 
          (ii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Awards to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be administered
by (A) the Board or (B) a Committee designated by the Board, which Committee
shall be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.
 
          (iii) Administration With Respect to Covered Employees.
Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
to qualify as Performance-Based Compensation shall be made only by a Committee
(or subcommittee of a Committee) which is comprised solely of two or more
Directors eligible to serve on a committee making Awards qualifying as
Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the "Administrator" or to a "Committee" shall be deemed
to be references to such Committee or subcommittee.
 
          (iv) Administration Errors. In the event an Award is granted in a
manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by
the Applicable Laws.
 
       (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:
 
 
          (i) to select the Employees, Directors and Consultants to whom Awards
may be granted from time to time hereunder;
 
          (ii) to determine whether and to what extent Awards are granted
hereunder;
 
          (iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;
 
          (iv) to approve forms of Award Agreements for use under the Plan;
 
          (v) to determine the terms and conditions of any Award granted
hereunder;
 
          (vi) to amend the terms of any outstanding Award granted under the
Plan, provided that (A) any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent, (B) the reduction of the exercise price of any Option awarded
under the Plan shall be subject to stockholder approval and (C) canceling an
Option at a time when its exercise price exceeds the Fair Market Value of the
underlying Shares, in exchange for another Option, Restricted Stock, or other
Award shall be subject to stockholder approval, unless the cancellation and
exchange occurs in connection with a Corporate Transaction;
 
          (vii) to construe and interpret the terms of the Plan and Awards,
including without limitation, any notice of award or Award Agreement, granted
pursuant to the Plan;
 
          (viii) to establish additional terms, conditions, rules or procedures
to accommodate the rules or laws of applicable non-U.S. jurisdictions and to
afford Grantees favorable treatment under such rules or laws; provided,
however, that no Award shall be granted under any such additional terms,
conditions, rules or procedures with terms or conditions which are inconsistent
with the provisions of the Plan; and
 
          (ix) to take such other action, not inconsistent with the terms of
the Plan, as the Administrator deems appropriate.
 
       (c) Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board or as Officers or Employees of the
Company or a Related Entity, members of the Board and any Officers or Employees
of the Company or a Related Entity to whom authority to act for the Board, the
Administrator or the Company is delegated shall be defended and indemnified by
the Company to the extent permitted by law on an after-tax basis against all
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any claim, investigation, action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, or any Award granted hereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by the Company) or paid by them in satisfaction of a
judgment in any such claim, investigation, action, suit or proceeding, except
in relation to matters as to which it shall be adjudged in such claim,
investigation, action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct; provided, however, that within
thirty (30) days after the institution of such claim, investigation, action,
suit or proceeding, such person shall offer to the Company, in writing, the
opportunity at the Company's expense to handle and defend the same.
 
     5.  Eligibility. Awards other than Incentive Stock Options may be granted
to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company or a Parent or a Subsidiary of the Company. An
Employee, Director or Consultant who has been granted an Award may, if
otherwise eligible, be granted additional Awards. Awards may be granted to such
Employees, Directors or Consultants who are residing in non-U.S. jurisdictions
as the Administrator may determine from time to time.
 
     6.  Terms and Conditions of Awards.
 
       (a) Type of Awards. The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is
not inconsistent with the provisions of the Plan and that by its terms involves
or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a
SAR, or similar right
 
 
 
with a fixed or variable price related to the Fair Market Value of the Shares
and with an exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions. Such awards include, without limitation, Options,
SARs, Restricted Stock, Dividend Equivalent Rights, Performance Units or
Performance Shares, and an Award may consist of one such security or benefit,
or two (2) or more of them in any combination or alternative.
 
       (b) Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary of the Company)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as
Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the grant date of the relevant
Option.
 
       (c) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, the following: (i) increase in share price, (ii) earnings per
share, (iii) total stockholder return, (iv) operating margin, (v) gross margin,
(vi) return on equity, (vii) return on assets, (viii) return on investment,
(ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii)
cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes
and depreciation, (xvi) economic value added, (xvii) market share, (xviii)
personal management objectives, and (xix) other measures of performance
selected by the Administrator. Partial achievement of the specified criteria
may result in a payment or vesting corresponding to the degree of achievement
as specified in the Award Agreement.
 
       (d) Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for,
outstanding awards or obligations to grant future awards in connection with the
Company or a Related Entity acquiring another entity, an interest in another
entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.
 
       (e) Deferral of Award Payment. The Administrator may establish one or
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or
other earnings, if any, on amounts, Shares or other consideration so deferred,
and such other terms, conditions, rules and procedures that the Administrator
deems advisable for the administration of any such deferral program.
 
       (f) Separate Programs. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.
 
       (g) Individual Limitations on Awards. The maximum number of Shares with
respect to which Awards may be granted to any Grantee in any fiscal year of the
Company shall be three million (3,000,000) Shares. In connection with a
Grantee's (i) commencement of Continuous Active Service or (ii) first promotion
in any fiscal year of the Company, a Grantee may be granted Awards for up to an
additional (2,000,000) Shares which shall not count against the limit set forth
in the preceding sentence. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization
pursuant to Section
 
 
 
10, below. To the extent required by Section 162(m) of the Code or the
regulations thereunder, in applying the foregoing limitations with respect to a
Grantee, if any Awards are canceled, the canceled Awards shall continue to
count against the maximum number of Shares with respect to which Awards may be
granted to the Grantee. For this purpose, the repricing of an Option (or in the
case of a SAR, the base amount on which the stock appreciation is calculated is
reduced to reflect a reduction in the Fair Market Value of the Common Stock)
shall be treated as the cancellation of the existing Option or SAR and the
grant of a new Option or SAR. If the vesting or receipt of Shares under the
Award is deferred to a later date, any amount (whether denominated in Shares or
cash) paid in addition to the original number of Shares subject to the Award
will not be treated as an increase in the number of Shares subject to the Award
if the additional amount is based either on a reasonable rate of interest or on
one or more predetermined actual investments such that the amount payable by
the Company at the later date will be based on the actual rate of return of a
specific investment (including any decrease as well as any increase in the
value of an investment).
 
       (h) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be
subject to a repurchase right in favor of the Company or a Related Entity or to
any other restriction the Administrator determines to be appropriate.
 
       (i) Term of Award. The term of each Award shall be the term stated in
the Award Agreement, provided, however, that the term of an Award shall be no
more than eight (8) years from the date of grant thereof. However, in the case
of an Incentive Stock Option granted to a Grantee who, at the time the 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 of the
Company, the term of the Incentive Stock Option shall be five (5) years from
the date of grant thereof or such shorter term as may be provided in the Award
Agreement.
 
       (j) Transferability of Awards. Incentive Stock Options 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 Grantee, only by the Grantee. Other
Awards shall be transferable by will and by the laws of descent and
distribution, and during the lifetime of the Grantee, by gift or pursuant to a
domestic relations order to members of the Grantee's Immediate Family to the
extent and in the manner determined by the Administrator. Notwithstanding the
foregoing, the Grantee may designate a beneficiary of the Grantee's Award in
the event of the Grantee's death on a beneficiary designation form provided by
the Administrator.
 
       (k) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to
grant such Award, or such later date as is determined by the Administrator.
 
   7.  Award Exercise or Purchase Price, Consideration and Taxes.
 
       (a) Exercise or Purchase Price. The exercise or purchase price, if any,
for an Award shall be as follows:
 
          (i) In the case of an Incentive Stock Option:
 
              (1) granted to an Employee who, at the time of the grant of such
Incentive Stock Option 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 of the Company, the per Share exercise price shall be not less than
one hundred ten percent (110%) of the Fair Market Value per Share on the date
of grant; or
 
              (2) granted to any Employee other than an Employee described in
the preceding paragraph, the per Share exercise price shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of
grant.
 
 
          (ii) In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.
 
          (iii) In the case of a SAR, the base amount on which the stock
appreciation is calculated shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.
 
          (iv) In the case of Awards intended to qualify as Performance-Based
Compensation, the exercise or purchase price, if any, shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of
grant.
 
          (v) In the case of other Awards, such price as is determined by the
Administrator.
 
          (vi) Notwithstanding the foregoing provisions of this Section 7(a), in
the case of an Award issued pursuant to Section 6(d) above, the exercise or
purchase price for the Award shall be determined in accordance with the
provisions of the relevant instrument evidencing the agreement to issue such
Award.
 
       (b) Consideration. Subject to Applicable Laws, the consideration to be
paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for
Shares issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or
other legal consideration permitted by the Delaware General Corporation Law:
 
          (i) cash;
 
          (ii) check;
 
          (iii) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require (including
withholding of Shares otherwise deliverable upon exercise of the Award) which
have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be
exercised, provided, however, that Shares acquired under the Plan or any other
equity compensation plan or agreement of the Company must have been held by the
Grantee for a period of more than six (6) months;
 
          (iv) with respect to Options, payment through a broker-dealer sale
and remittance procedure pursuant to which the Grantee (A) shall provide
written instructions to a Company designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the Company
sufficient funds to cover the aggregate exercise price payable for the
purchased Shares and (B) shall provide written directives to the Company to
deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction; or
 
          (v) any combination of the foregoing methods of payment.
 
       (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or
other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any non-U.S., federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Upon exercise of an Award the Company shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations.
 
   8.  Exercise of Award.
 
       (a) Procedure for Exercise; Rights as a Stockholder.
 
          (i) Any Award granted hereunder shall be exercisable at such times
and under such conditions as determined by the Administrator under the terms of
the Plan and specified in the Award Agreement.
 
 
 
          (ii) An Award shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Award by the person entitled to exercise the Award and full payment for the
Shares with respect to which the Award is exercised, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(iv).
 
       (b) Exercise of Award Following Termination of Continuous Active
Service.
 
          (i) An Award may not be exercised after the termination date of such
Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee's Continuous Active Service only to the extent
provided in the Award Agreement.
 
          (ii) Where the Award Agreement permits a Grantee to exercise an Award
following the termination of the Grantee's Continuous Active Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.
 
          (iii) Any Award designated as an Incentive Stock Option to the extent
not exercised within the time permitted by law for the exercise of Incentive
Stock Options following the termination of a Grantee's Continuous Active
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms
for the period specified in the Award Agreement.
 
   9.  Conditions Upon Issuance of Shares.
 
       (a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
 
       (b) As a condition to the exercise of an Award, the Company may require
the person exercising such Award 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 by any
Applicable Laws.
 
     10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each
such outstanding Award, the maximum number of Shares with respect to which
Awards may be granted to any Grantee in any fiscal year of the Company, as well
as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; 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 Administrator and the Administrator's determination shall be final, binding and conclusive. Except as the Administrator determines, 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 hereof shall be made with respect to, the number or price of Shares subject to an Award.
 
   11. Corporate Transactions.
 
       (a) Termination of Award to Extent Not Assumed in Corporate
Transaction. Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction.
 
       (b) Acceleration of Award Upon Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate Transaction, for the portion of each Award that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified effective date of such Corporate Transaction.
 
       (c) Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate Transaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the excess Options shall be treated as Non-Qualified Stock Options.
 
   12. Effective Date and Term of Plan. The Plan shall become effective upon its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Applicable Laws, Awards may be granted under the Plan upon its becoming effective.
 
   13. Amendment, Suspension or Termination of the Plan.
 
       (a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by Applicable Laws, or if such amendment would change any of the provisions of Section 4(b)(vi) or this Section 13(a).
 
       (b) No Award may be granted during any suspension of the Plan or after termination of the Plan.
 
       (c) No suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall adversely affect any rights under Awards already granted to a Grantee.
 
   14. Reservation of Shares.
 
       (a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
 
       (b) 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.
 
     15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee's Continuous Active Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee's Continuous Active Service at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee's Continuous Active Service has been terminated for Cause for the purposes of this Plan.
 
     16. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended.
 
     17. Unfunded Obligation. Grantees shall have the status of general
unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee's creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan