EXHIBIT 10.10

                          CADENCE DESIGN SYSTEMS, INC.

                     1993 NONSTATUTORY STOCK INCENTIVE PLAN

1.       PURPOSES.

         (a)      AMENDMENT AND RESTATEMENT. The Plan initially was established
as the 1993 Non-Statutory Stock Option Plan, effective as of September 17, 1993
and previously was amended and restated effective as of May 15, 2000. The Plan
hereby is amended and restated in its entirety, effective upon adoption.

         (b)      SPECIFIC PURPOSE. The purpose of the Plan is to provide a
means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
Options and Incentive Stock.

         (c)      GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of the group of persons eligible to receive Stock Awards, to
secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

2.       DEFINITIONS.

         (a)      "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.

         (b)      "BOARD" means the Board of Directors of the Company.

         (c)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (d)      "COMMITTEE" means a committee of one or more members of the
Board appointed by the Board in accordance with subsection 3(c).

         (e)      "COMMON STOCK" means the common stock of the Company.

         (f)      "COMPANY" means Cadence Design Systems, Inc., a Delaware
corporation.

         (g)      "CONSULTANT" means any person, including an advisor, engaged
by the Company or an Affiliate to render consulting or advisory services and who
is compensated for such services. However, the term "Consultant" shall not
include Directors or members of the Board of Directors of an Affiliate.

         (h)      "CONTINUOUS SERVICE" means that the Participant's service with
the Company or an Affiliate is not interrupted or terminated. The Participant's
Continuous Service shall not be



deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate, provided that
there is no interruption or termination of the Participant's Continuous Service.
For example, a change in status from an Employee of the Company to a Consultant
of the Company will not constitute an interruption of Continuous Service. The
Board or the chief executive officer of the Company, in that party's sole
discretion, may determine whether Continuous Service shall be considered
interrupted in the case of (i) any leave of absence approved by that party,
including sick leave, military leave or any other personal leave or (ii)
transfers between the Company, Affiliates or their successors.

         (i)      "DIRECTOR" means a member of the Board of Directors of the
Company.

         (j)      "EMPLOYEE" means any person employed by the Company or an
Affiliate.

         (k)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (l)      "FAIR MARKET VALUE" means, as of any date, the average of the
high and low prices of the Common Stock, as reported on the New York Stock
Exchange. In the absence of such market for the Common Stock, the Fair Market
Value shall be determined in good faith by the Board.

         (m)      "INCENTIVE STOCK" means shares of Common Stock granted to a
Participant pursuant to Section 7 hereof.

         (n)      "INCENTIVE STOCK AGREEMENT" means a written agreement between
the Company and a holder of an award of Incentive Stock evidencing the terms and
conditions of an individual Incentive Stock grant. Each Incentive Stock
Agreement shall be subject to the terms and conditions of the Plan.

         (o)      "OPTION" means a nonstatutory stock option granted pursuant to
the Plan not intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and the regulations promulgated thereunder.

         (p)      "OPTION AGREEMENT" means a written agreement between the
Company and a Participant evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and conditions
of the Plan.

         (q)      "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

         (r)      "PLAN" means this Cadence Design Systems, Inc. 1993
Nonstatutory Stock Incentive Plan.

         (s)      "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (t)      "STOCK AWARD" means any right granted under the Plan,
including an Option or Incentive Stock.

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3.       ADMINISTRATION.

         (a)      ADMINISTRATION BY BOARD. The Board shall administer the Plan
unless and until the Board delegates administration to a Committee, as provided
in subsection 3(c).

         (b)      POWERS OF BOARD. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:

                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Awards shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

                  (ii)     To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement or
Incentive Stock Agreement, in a manner and to the extent it shall deem necessary
or expedient to make the Plan fully effective.

                  (iii)    To amend the Plan or a Stock Award as provided in
Section 12.

                  (iv)     Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company that are not in conflict with the provisions of the
Plan.

         (c)      DELEGATION TO COMMITTEE.

                  (i)      GENERAL. The Board may delegate administration of the
Plan to a Committee or Committees of one (1) or more members of the Board, and
the term "Committee" shall apply to any person or persons to whom such authority
has been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

         (d)      EFFECT OF BOARD'S DECISION. All determinations,
interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      SHARE RESERVE. Subject to the provisions of Section 11
relating to adjustments upon changes in Common Stock, the Common Stock that may
be issued pursuant to Stock

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Awards shall not exceed in the aggregate Twenty Four Million Seven Hundred Fifty
Thousand (24,750,000) shares of Common Stock.

         (b)      REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award
shall for any reason expire or otherwise terminate, in whole or in part, without
having vested or been exercised in full, the shares of Common Stock not acquired
under such Stock Award shall revert to and again become available for issuance
under the Plan. If the Company repurchases any unvested shares of Common Stock
acquired pursuant to a Stock Award, such repurchased shares of Common Stock
shall revert to and again become available for issuance under the Plan.

         (c)      SOURCE OF SHARES. The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.

5.       ELIGIBILITY.

         (a)      ELIGIBILITY FOR STOCK AWARDS. The Board may grant Stock Awards
only to Employees or Consultants as defined in Section 2 hereof. The Board may
grant an additional Stock Awards to an Employee or a Consultant who has been
granted a Stock Award if he or she is otherwise eligible. Notwithstanding the
foregoing, the Board may not grant a Stock Award to an Employee or Consultant
who is an executive officer of the Company within the meaning of Section 16 of
the Exchange Act, who is a Director or who beneficially owns ten percent (10%)
or more of the Company's Common Stock unless the Stock Award will be granted to
a person not previously employed by the Company as a material inducement to such
person's entering into an employment contract with the Company.

         (b)      CONSULTANTS.

                  (i)      A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

                  (ii)     Form S-8 generally is available to consultants and
advisors only if (i) they are natural persons; (ii) they provide bona fide
services to the issuer, its parents, its majority-owned subsidiaries or
majority-owned subsidiaries of the issuer's parent; and (iii) the services are
not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the issuer's securities.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each

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Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

         (a)      TERM. The Board shall determine the term of each Option.

         (b)      EXERCISE PRICE. The exercise price of each Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted. Notwithstanding
the foregoing, an Option may be granted with an exercise price lower than that
set forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

         (c)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash at the time the Option is exercised
or (ii) at the discretion of the Board at the time of the grant of the Option or
subsequently (1) by delivery to the Company of other Common Stock, (2) according
to a deferred payment or other similar arrangement with the Participant or (3)
in any other form of legal consideration that may be acceptable to the Board.
Unless otherwise specifically provided in the Option, the purchase price of
Common Stock acquired pursuant to an Option that is paid by delivery to the
Company of other Common Stock acquired, directly or indirectly from the Company,
shall be paid only by shares of the Common Stock of the Company that have been
held for more than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes). At
any time that the Company is incorporated in Delaware, payment of the Common
Stock's "par value," as defined in the Delaware General Corporation Law, shall
not be made by deferred payment. In making its determination as to the type of
consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

         In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

         (d)      TRANSFERABILITY. An Option shall be transferable to the extent
provided in the Option Agreement. If the Option does not provide for
transferability, then the Option shall not be transferable except by will or by
the laws of descent and distribution and shall be exercisable during the
lifetime of the Participant only by the Participant. Notwithstanding the
foregoing, the Participant may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of
the death of the Participant, shall thereafter be entitled to exercise the
Option.

         (e)      VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may

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vary. The provisions of this subsection 6(e) are subject to any Option
provisions governing the minimum number of shares of Common Stock as to which an
Option may be exercised.

         (f)      TERMINATION OF CONTINUOUS SERVICE. In the event a
Participant's Continuous Service terminates (other than upon the Participant's
death or disability), the Participant may exercise his or her Option (to the
extent that the Participant was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Participant's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Participant does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

         (g)      EXTENSION OF TERMINATION DATE. A Participant's Option
Agreement may also provide that if the exercise of the Option following the
termination of the Participant's Continuous Service (other than upon the
Participant's death or disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
expiration of a period of three (3) months after the termination of the
Participant's Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

         (h)      DISABILITY OF PARTICIPANT. In the event that a Participant's
Continuous Service terminates as a result of the Participant's disability, the
Participant may exercise his or her Option (to the extent that the Participant
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Participant does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

         (i)      DEATH OF PARTICIPANT. In the event (i) a Participant's
Continuous Service terminates as a result of the Participant's death or (ii) the
Participant dies within the period (if any) specified in the Option Agreement
after the termination of the Participant's Continuous Service for a reason other
than death, then the Option may be exercised (to the extent the Participant was
entitled to exercise such Option as of the date of death) by the Participant's
estate, by a person who acquired the right to exercise the Option by bequest or
inheritance or by a person designated to exercise the Option upon the
Participant's death, but only within the period ending on the earlier of (1) the
date twelve (12) months following the date of death (or such longer or shorter
period specified in the Option Agreement) or (2) the expiration of the term of
such Option as set forth in the Option Agreement. If, after death, the Option is
not exercised within the time specified herein, the Option shall terminate.

         (j)      EARLY EXERCISE. The Option may, but need not, include a
provision whereby the Participant may elect at any time before the Participant's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option. Any unvested shares of Common Stock so purchased may

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be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate.

         (k)      RE-LOAD OPTIONS.

                  (i)      Without in any way limiting the authority of the
Board to make or not to make grants of Options hereunder, the Board shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Participant to a further Option (a "Re-Load Option")
in the event the Participant exercises the Option evidenced by the Option
Agreement, in whole or in part, by surrendering other shares of Common Stock in
accordance with this Plan and the terms and conditions of the Option Agreement.
Unless otherwise specifically provided in the Option, the Participant shall not
surrender shares of Common Stock acquired, directly or indirectly from the
Company, unless such shares have been held for more than six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).

                  (ii)     Any such Re-Load Option shall (1) provide for a
number of shares of Common Stock equal to the number of shares of Common Stock
surrendered as part or all of the exercise price of such Option; (2) have an
expiration date which is the same as the expiration date of the Option the
exercise of which gave rise to such Re-Load Option; and (3) have an exercise
price which is equal to one hundred percent (100%) of the Fair Market Value of
the Common Stock subject to the Re-Load Option on the date of exercise of the
original Option. Notwithstanding the foregoing, a Re-Load Option shall be
subject to the same exercise price and term provisions heretofore described for
Options under the Plan.

                  (iii)    There shall be no Re-Load Options on a Re-Load
Option. Any such Re-Load Option shall be subject to the availability of
sufficient shares of Common Stock under subsection 4(a) and shall be subject to
such other terms and conditions as the Board may determine which are not
inconsistent with the express provisions of the Plan regarding the terms of
Options.

7.       INCENTIVE STOCK.

         (a)      GENERAL. Incentive Stock is an award or issuance of shares of
Common Stock the grant, issuance, retention, vesting and/or transferability of
which is subject during specified periods of time to such conditions (including
continued employment or performance conditions) and terms as the Board deems
appropriate.

         (b)      INCENTIVE STOCK AGREEMENT. Each Incentive Stock Agreement
shall contain provisions regarding (a) the number of shares of Common Stock
subject to such award or a formula for determining such, (b) the purchase price
of the shares, if any, and the means of payment for the shares, (c) the
performance criteria, if any, and level of achievement versus these criteria
that shall determine the number of shares granted, issued, retainable and/or
vested, (d) such terms and conditions on the grant, issuance, vesting and/or
forfeiture of the shares as may be determined from time to time by the Board,
(e) restrictions on the transferability of the shares and (f) such further terms
and conditions in each case not inconsistent with this Plan as may be determined
from time to time by the Board. Shares of Incentive Stock may be issued in the

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name of the Participant and held by the Participant or held by the Company, in
each case as the Board may provide.

         (c)      SALES PRICE. Subject to the requirements of applicable law,
the Board shall determine the price, if any, at which shares of Incentive Stock
shall be sold or awarded to a Participant, which may vary from time to time and
among Participants and which may be below the Fair Market Value of such shares
at the date of grant or issuance.

         (d)      SHARE VESTING. The grant, issuance, retention and/or vesting
of shares of Incentive Stock shall be at such time and in such installments as
determined by the Board. The Board shall have the right to make the timing of
the grant and/or the issuance, ability to retain and/or vesting of shares of
Incentive Stock subject to continued employment, passage of time and/or such
performance criteria as deemed appropriate by the Board.

         (e)      TRANSFERABILITY. Shares of Incentive Stock shall be
transferable by the Participant only upon such terms and conditions as are set
forth in the Incentive Stock Agreement, as the Board shall determine in its
discretion, so long as Incentive Stock awarded under the Incentive Stock
Agreement remains subject to the terms of the Incentive Stock Agreement.

         (f)      DISCRETIONARY ADJUSTMENTS. Notwithstanding satisfaction of any
performance goals, the number of shares granted, issued, retainable and/or
vested under an award of Incentive Stock on account of either financial
performance or personal performance evaluations may be reduced by the Board on
the basis of such further considerations as the Board shall determine.

8.       COVENANTS OF THE COMPANY.

         (a)      AVAILABILITY OF SHARES. During the terms of the Stock Awards,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards.

         (b)      SECURITIES LAW COMPLIANCE. The Company shall seek to obtain
from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of any Stock Awards unless and until
such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

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10.      MISCELLANEOUS.

         (a)      ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall
have the power to accelerate the time at which a Stock Award may first be
exercised or the time during which a Stock Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Stock Award
stating the time at which it may first be exercised or the time during which it
will vest.

         (b)      ADDITIONAL RESTRICTIONS ON STOCK AWARDS. Either at the time a
Stock Award is granted or by subsequent action, the Board may, but need not,
impose such restrictions, conditions or limitations as it determines appropriate
as to the timing and manner of any resales by a Participant or other subsequent
transfers by a Participant of any shares issued under a Stock Award, including
without limitation (a) restrictions under an insider trading policy, (b)
restrictions designed to delay and/or coordinate the timing and manner of sales
by Participants, and (c) restrictions as to the use of a specified brokerage
firm for such resales or other transfers.

         (c)      STOCKHOLDER RIGHTS. No Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant
has satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

         (d)      NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or an Affiliate
in the capacity in effect at the time the Stock Award was granted or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, or (ii) the
service of a Consultant pursuant to the terms of such Consultant's agreement
with the Company or an Affiliate.

         (e)      INVESTMENT ASSURANCES. The Company may require a Participant,
as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the
Participant's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with

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applicable securities laws, including, but not limited to, legends restricting
the transfer of the Common Stock.

         (f)      WITHHOLDING OBLIGATIONS. To the extent provided by the terms
of an Option Agreement or Incentive Stock Agreement, the Participant may satisfy
any federal, state or local tax withholding obligation relating to the exercise
or acquisition of Common Stock under a Stock Award by any of the following means
(in addition to the Company's right to withhold from any compensation paid to
the Participant by the Company) or by a combination of such means: (i) tendering
a cash payment; (ii) authorizing the Company to withhold shares of Common Stock
from the shares of Common Stock otherwise issuable to the Participant as a
result of the exercise or acquisition of Common Stock under the Stock Award,
provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (iii)
delivering to the Company owned and unencumbered shares of Common Stock.

11.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)      CAPITALIZATION ADJUSTMENTS. If any change is made in the
Common Stock subject to the Plan, or subject to any Stock Award, without the
receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject
to the Plan pursuant to subsection 4(a), and outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of securities and price per
share of Common Stock subject to such outstanding Stock Awards. The Board shall
make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

         (b)      CHANGE IN CONTROL.

                  (i)      A "Change in Control" shall be deemed to occur upon
the consummation of any one of the following events: (a) a sale of all or
substantially all of the assets of the Company; (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a transaction the
principal purpose of which is to change the state of the Company's incorporation
or a transaction in which the voting securities of the Company are exchanged for
beneficial ownership of at least fifty percent (50%) of the voting securities of
the controlling acquiring corporation); (c) a merger or consolidation in which
the Company is the surviving corporation and less than fifty percent (50%) of
the voting securities of the Company that are outstanding immediately after the
consummation of such transaction are beneficially owned, directly or indirectly,
by the persons who owned such voting securities immediately prior to such
transaction; (d) any transaction or series of related transactions after which
any person (as such term is used in Section 13(d)(3) of the Exchange Act), other
than any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Affiliate, becomes the beneficial owner of voting securities of
the Company representing forty percent (40%) or more of the combined voting
power of all of the voting securities of the Company; (e) during any period of

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two consecutive years, individuals who at the beginning of such period
constitute the membership of the Company's Board of Directors ("Incumbent
Directors") cease for any reason to have authority to cast at least a majority
of the votes which all Directors are entitled to cast, unless the election, or
the nomination for election by the Company's stockholders, of a new Director was
approved by a vote of at least two-thirds of the votes entitled to be cast by
the Incumbent Directors, in which case such director shall also be treated as an
Incumbent Director in the future; or (f) the liquidation or dissolution of the
Company.

                  (ii)     In the event of a Change in Control, then: (a) any
surviving or acquiring corporation shall assume Stock Awards outstanding under
the Plan or shall substitute similar Stock Awards (including, with respect to
Options, an option to acquire the same consideration paid to stockholders in the
transaction described in this subsection 11(b) for those outstanding under the
Plan), or (b) in the event any surviving or acquiring corporation refuses to
assume such Stock Awards or to substitute similar Stock Awards for those
outstanding under the Plan, (i) with respect to Stock Awards held by persons
whose Continuous Service has not terminated, the vesting both of such Stock
Awards and of any shares of Common Stock acquired pursuant to a Stock Award as
well as the time during which such Stock Awards may be exercised shall be
accelerated prior to such event and the Stock Awards terminated if not exercised
after such acceleration and at or prior to such event, and (ii) with respect to
any Options outstanding under the Plan, if there is a successor corporation,
such Options shall be terminated if not exercised prior to such event.

12.      LIABILITY OF COMPANY

         The Company and any Affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant or other persons as to:

         (a)      THE NON-ISSUANCE OF SHARES. The non-issuance or sale of shares
as to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any shares hereunder; or

         (b)      TAX CONSEQUENCES. Any tax consequence expected, but not
realized, by any Participant or other person due to the receipt, exercise or
settlement of any Stock Award granted hereunder.

13.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a)      AMENDMENT OF PLAN. The Board at any time, and from time to
time, may amend the Plan.

         (b)      NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

         (c)      AMENDMENT OF STOCK AWARDS. The Board at any time, and from
time to time, may amend the terms of any one or more Stock Awards; provided,
however, that the rights under

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any Stock Award shall not be impaired by any such amendment unless (i) the
Company requests the consent of the Participant and (ii) the Participant
consents in writing.

14.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      PLAN TERM. The Board may suspend or terminate the Plan at any
time.

         (b)      NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Stock Award granted while the
Plan is in effect except with the written consent of the Participant.

15.      EFFECTIVE DATE OF PLAN.

         The amended and restated Plan shall become effective upon adoption.

16.      CHOICE OF LAW.

         The law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

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