EXHIBIT 99.1

               HAMMERHEAD NETWORKS, INC. 2000 OMNIBUS STOCK PLAN


                           HAMMERHEAD NETWORKS, INC.

                             2000 OMNIBUS STOCK PLAN

        1. Purpose. This Hammerhead Networks, Inc. 2000 Omnibus Stock Plan (the
"Plan") is intended to provide incentives to (a) the officers and other
employees of Hammerhead Networks, Inc. (the "Company"), its parent (if any) and
any present or future subsidiaries of the Company (each such entity, a "Related
Company" and collectively, the "Related Companies") by providing them with
opportunities to purchase stock in the Company pursuant to options which qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), granted hereunder ("ISO" or "ISOs") and (b)
directors, officers, employees and consultants of any Related Company by
providing them with opportunities to (i) purchase stock in the Company pursuant
to options granted hereunder which do not qualify as ISOs ("Non-Qualified
Option" or "Non-Qualified Options") or (ii) make direct purchases of restricted
stock in the Company ("Restricted Stock"). Both ISOs and Non-Qualified Options
are referred to hereafter individually as an "Option" and collectively as
"Options." As used herein, the terms "parent" and "subsidiary" mean,
respectively, "parent corporation" and "subsidiary corporation" as those terms
are defined in Section 425 of the Code.

        2. Administration of the Plan.

           (a) The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may appoint a Committee (the "Committee") of
two or more of its members to administer the Plan. In the event the Company
registers any class of any equity security pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), each member of
the Committee shall be a "Non-Employee Director" as defined in Rule 16b-3 under
the Exchange Act and shall be an "outside director" within the meaning of
Section 162(m) of the Code. Subject to ratification of the grant of each Option
or Restricted Stock by the Board (if so required by applicable state law), and
subject to the terms of the Plan, the Committee, if so appointed, shall have the
authority to (i) determine the employees of the Related Companies (from among
the class of employees eligible under paragraph 3 to receive ISOs) to whom ISOs
may be granted, and to determine (from among the class of individuals and
entities eligible under paragraph 3 to receive Non-Qualified Options and
Restricted Stock) to whom Non-Qualified Options or Restricted Stock may be
granted, (ii) determine the time or times at which Options or Restricted Stock
may be granted, (iii) determine the option price of shares subject to each
Option, which price with respect to ISOs shall not be less than the minimum
specified in paragraph 6, and the purchase price of Restricted Stock, (iv)
determine whether each Option granted shall be an ISO or a Non-Qualified Option,
(v) determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period, (vi) determine
whether restrictions such as repurchase options are to be imposed on shares
subject to Options and to Restricted Stock, and the nature of such restrictions,
if any, and (vii) interpret the Plan and prescribe and rescind rules and
regulations relating to it. If the Committee determines to issue a Non-Qualified
Option, it


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shall take whatever actions it deems necessary, under Section 422 of the Code
and the regulations promulgated thereunder, to ensure that such Option is not
treated as an ISO. The interpretation and construction by the Committee of any
provisions of the Plan or of any Option or authorization or agreement for
Restricted Stock granted under it shall be final unless otherwise determined by
the Board. The Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option or Restricted Stock granted under it.

           (b) The Committee may select one of its members as its chairman, and
shall hold meetings at such time and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. All references in the Plan to the Committee shall mean the Board if
there is no Committee so appointed. From time to time the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause), and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and thereafter
directly administer the Plan.

        3. Eligible Employees and Others. ISOs may be granted to any officer or
other employee of any Related Company. Those directors of any Related Company
who are not employees may not be granted ISOs under the Plan. Non-Qualified
Options and Restricted Stock may be granted to any director (whether or not an
employee), officer, employee or consultant of any Related Company. The Committee
may take into consideration an optionee's individual circumstances in
determining whether to grant an ISO or a Non-Qualified Option or Restricted
Stock. Granting of any Option or Restricted Stock to any individual or entity
shall neither entitle that individual or entity to, nor disqualify such
individual or entity from, participation in any other grant of Options or
Restricted Stock.

        4. Stock. The stock subject to Options and Restricted Stock shall be
authorized but unissued shares of Common Stock of the Company, $.0001 par value
per share (the "Common Stock"), or shares of Common Stock re-acquired by the
Company in any manner. The aggregate number of shares which may be issued
pursuant to the Plan is 10,274,418, subject to adjustment as provided in
paragraph 13. Any such shares may be issued as ISOs, Non-Qualified Options or
Restricted Stock so long as the aggregate number of shares so issued does not
exceed such number, as adjusted. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part, or if any
Restricted Stock shall be reacquired by the Company by exercise of its
repurchase option, the shares subject to such expired or terminated Option and
reacquired shares of Restricted Stock shall again be available for grants of
Options or Restricted Stock under the Plan.

        5. Grants Under the Plan. Options or Restricted Stock may be granted
under the Plan at any time on or after April 27, 2000 and prior to April 27,
2010. The date of grant of an Option under the Plan will be the date specified
by the Committee at the time it awards the Option; provided, however, that such
date shall not be prior to the date of award. The Committee shall have the
right, with the consent of the optionee, to convert an ISO granted under the
Plan to a Non-Qualified Option pursuant to paragraph 16.


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        6. Minimum Option Price: ISO Limitations.

           (a) The price per share specified in the agreement relating to each
ISO granted under the Plan shall not be less than the fair market value per
share of Common Stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of any Related Company,
the price per share specified in the agreement relating to such ISO shall not be
less than one hundred ten percent (110%) of the fair market value of Common
Stock on the date of grant.

           (b) In no event shall the aggregate fair market value (determined at
the time the option is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock plans of the Related Companies) exceed $100,000.

           (c) If, at the time an Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if such stock is then traded on a national securities exchange,
(ii) the last reported sale price (on that date) of the Common Stock on the
Nasdaq National Market, if the Common Stock is not then traded on a national
securities exchange, or (iii) the closing bid price (or average of bid prices)
last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market or on a national securities exchange. However, if the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the Common Stock as
determined in good faith by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.

        7. Option Duration. Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than ten years from the date of grant and in the case of
ISOs granted to an employee owning stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of any Related
Company, not more than five years from date of grant. Subject to earlier
termination as provided in paragraphs 9 and 10, the term of each ISO shall be
the term set forth in the original instrument granting such ISO, except with
respect to any part of such ISO that is converted into a Non-Qualified Option
pursuant to paragraph 16.

        8. Exercise of Option. Subject to the provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

           (a) The Option shall either be fully exercisable on the date of grant
or shall become exercisable thereafter in such installments as the Committee may
specify.


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           (b) Once an installment becomes exercisable it shall remain
exercisable until expiration or termination of the Option, unless otherwise
specified by the Committee.

           (c) Each Option or installment may be exercised at any time or from
time to time, in whole or in part, for up to the total number of shares with
respect to which it is then exercisable.

           (d) The Committee shall have the right to accelerate the date of
exercise of any installment, provided that, except as provided in Section 14 of
the Plan, the Committee shall not accelerate the exercise date of any
installment of any Option granted to any employee as an ISO (and not previously
converted into a Non-Qualified Option pursuant to paragraph 16) if such
acceleration would violate the annual vesting limitation contained in Section
422(d) of the Code which provides generally that the aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which ISOs granted to any employee are exercisable for the first time by such
employee during any calendar year (under all stock plans of the Related
Companies) shall not exceed $100,000.

        9. Termination of Employment.

           (a) If an ISO optionee ceases to be employed by any Related Company
other than by reason of death or Disability as provided in paragraph 10, no
further installments of his ISOs shall become exercisable, and his ISOs shall
terminate after the passage of 60 days from the date of termination of his
employment, but in no event later than on their specified expiration dates
except to the extent that such ISOs (or unexercised installments thereof) have
been converted into Non-Qualified Options pursuant to paragraph 16. Leave of
absence with the written approval of the Committee shall not be considered an
interruption of employment under the Plan, provided that such written approval
contractually obligates such Related Company to continue the employment of the
employee after the approved period of absence. Employment shall also be
considered as continuing uninterrupted during any other bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service), provided that the period of such leave does not exceed 90
days or, if longer, any period during which such optionee's right to
reemployment is guaranteed by statute. Nothing in the Plan shall be deemed to
give any grantee of any Option or Restricted Stock the right to be retained in
employment or other service by any Related Company for any period of time. ISOs
granted under the Plan shall not be affected by any change of employment within
or among any Related Company, so long as the optionee continues to be an
employee of such Related Company. In granting any Non-Qualified Option, the
Committee may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other termination
or cancellation provisions as the Committee may determine.

           (b) With respect to the holder of an Option and/or Restricted Stock,
unless otherwise provided in such holder's Restricted Stock Agreement (as
hereinafter defined), agreement establishing an Option or in any employment or
consulting agreement between such holder and any Related Company, the following
terms shall have the following meanings:

               (i) "Cause" shall mean that, in the good faith determination of
the Board, such holder has (A) breached any of his material fiduciary duties or
material legal or


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contractual obligations to any Related Company, (B) failed to perform
satisfactorily his material duties to any Related Company, (C) engaged in
misconduct which is injurious to any Related Company, or (D) been convicted of
or pleaded nolo contendere to any misdemeanor relating to the affairs of any
Related Company or any felony.

               (ii) "Disability" shall have the meaning assigned to it in
Section 22(e)(3) of the Code or in any successor statute

        10. Death; Disability; Dissolution. If an optionee ceases to be employed
by a Related Company by reason of his death, any Option of his may be exercised,
to the extent of the number of shares with respect to which he could have
exercised it on the date of his death, by his estate, personal representative or
beneficiary who has acquired the Option by will or by the laws of descent and
distribution, at any time prior to the earlier of the Option's specified
expiration date or one year from the date of the optionee's death.

            If an optionee ceases to be employed by (or provide services to) a
Related Company by reason of his Disability, he shall have the right to exercise
any Option held by him on the date of termination of his employment (or
services), to the extent of the number of shares with respect to which he could
have exercised it on that date, at any time prior to the earlier of the Option's
specified expiration date or one year from the date of the termination of the
optionee's employment (or services).

            In the case of a partnership, corporation or other entity holding a
Non-Qualified Option, if such entity is dissolved, liquidated, becomes insolvent
or enters into a merger or acquisition with respect to which such optionee is
not the surviving entity, such Option shall terminate immediately.

        11. Assignability. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the Optionee each Option shall be exercisable only by him.

        12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including transfer and repurchase restrictions applicable to
shares of Common Stock issuable upon exercise of Options. The Committee may from
time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

        13. Adjustments. Upon the happening of any of the following described
events, an optionee's rights with respect to Options granted to him hereunder
shall be adjusted as hereinafter provided:

            (a) In the event there is any change in the shares of Common Stock
of the Company through the declaration of stock dividends or through any stock
split, combinations


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recapitalizations, reorganizations or similar transactions, the number of shares
subject to any Option and the purchase price per share for such Option shall be
appropriately adjusted. Notwithstanding the foregoing, any adjustments made
pursuant to this subparagraph (a) shall be made only after the Committee, after
consulting with counsel for the Company, determines whether such adjustments
with respect to ISOs will constitute a "modification" of such ISOs as that term
is defined in Section 425 of the Code, or cause any adverse tax consequences for
the holders of such ISOs. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

            (b) No fractional shares shall actually be issued under the Plan.
Any fractional shares which, but for this subparagraph (b), would have been
issued to an optionee pursuant to an Option, shall be deemed to have been issued
and immediately sold to the Company for their fair market value, and the
optionee shall receive from the Company cash in lieu of such fractional shares.

            (c) Upon the happening of any of the foregoing events described in
subparagraph (a) above, the class and aggregate number of shares set forth in
paragraph 4 hereof which are subject to Options which previously have been or
subsequently may be granted under the Plan shall also be appropriately adjusted
to reflect the events specified in such subparagraphs. The Committee shall
determine the specific adjustments to be made under this paragraph 13, and
subject to paragraph 2, its determination shall be conclusive.

        14. Sale. Except as otherwise provided in an option agreement entered
into pursuant to paragraph 12, in the event of a Sale (as hereinafter defined)
while unexercised Options remain outstanding, the Committee may in its
discretion cause one or more of the following provisions to apply:

            (a) the Committee may, subject to the provisions of subparagraphs
(c) and (d) below, after the effective date of such Sale, permit each person who
is a holder of an outstanding Option immediately prior to such effective date,
upon exercise of such Option, to receive in lieu of shares of Common Stock,
shares of such stock or other securities or consideration as the holders of
shares of Common Stock received pursuant to the terms of the Sale;

            (b) the Committee may waive any discretionary limitations imposed
pursuant to paragraphs 7 and 8 hereof so that some or all Options, from and
after a date prior to the effective date of such Sale specified by the
Committee, are exercisable in full;

            (c) the Committee may cause all outstanding Options to be canceled
as of the effective date of any such Sale, provided that notice of such
cancellation is given to each holder of an Option, and each holder of an Option
has the right to exercise such Option in full prior to or contemporaneous with
the effective date of such Sale; or

            (d) the Committee may cause all outstanding Options to be canceled
as of the effective date of any such Sale, provided that notice of such
cancellation is given to each holder of an Option, and each holder of an Option
has the right to exercise such Option, to the extent then exercisable in
accordance with any discretionary limitations imposed pursuant to paragraph 7,
prior to or contemporaneous with the effective date of such Sale.


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        As used herein, "Sale" means (x) a sale of all or substantially all of
the consolidated assets of the Company or (y) a sale or other transfer of voting
securities of the Company, in one transaction or a series of related
transactions, or a consolidation or merger of the Company, in each case, as a
result of which the beneficial holders of a majority of the Company's voting
securities prior to such transaction do not, directly or indirectly,
beneficially hold a majority of the Company's voting securities (or of the
voting power of the surviving or acquiring entity) after such transaction.

        15. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised
and specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United
States dollars in cash or by check, (b) at the discretion of the Committee,
through delivery of shares of Common Stock having fair market value equal as of
the date of the exercise to the cash exercise price of the Option, (c) at the
discretion of the Committee, by delivery of the optionee's personal recourse
note bearing interest payable not less than annually at no less than 100% of the
lowest applicable Federal rate, as defined in Section 1274(d) of the Code, (d)
at the discretion of the Committee, in consideration of services rendered or to
be rendered to any Related Company, or (e) at the discretion of the Committee,
by any combination of (a), (b), (c) and (d) above. If the Committee exercises
its discretion to permit payment of the exercise price of an ISO by means of the
methods set forth in clauses (b), (c), (d) and (e) of the preceding sentence,
such discretion shall be exercised in writing at the time of the grant of the
ISO in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by his Option until the date of
issuance of a stock certificate to him for such shares. Except as expressly
provided above in paragraph 13 with respect to a change in capitalization of the
Company and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificates are issued.

        16. Conversion of ISOs into Non-Qualified Options; Termination of ISOs.
The Committee, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
any Related Company at the time of such conversion. Such actions may include,
but not be limited to, extending the exercise period or reducing the exercise
price of the appropriate installments of such Options. At the time of such
conversion, the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with the Plan. Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of such
termination.

        17. Restricted Stock. Each Grant of Restricted Stock under the Plan
shall be evidenced by an instrument (a "Restricted Stock Agreement") in such
form as the Committee shall prescribe from time to time in accordance with the
Plan and shall comply with the


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following terms and conditions, and with such other terms and conditions as the
Committee, in its discretion, shall establish:

            (a) The Committee shall determine the number of shares of Common
Stock to be issued to an eligible person pursuant to the grant of Restricted
Stock, and the extent, if any, to which they shall be issued in exchange for
cash, other consideration, or both.

            (b) Shares issued pursuant to a grant of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise disposed of, except by will or
the laws of descent and distribution, or as otherwise determined by the
Committee in the Restricted Stock Agreement, for such period as the Committee
shall determine, from the date on which the Restricted Stock is granted (the
"Restricted Period"). The Company will have the option to repurchase the Common
Stock at such price as the Committee shall have fixed in the Restricted Stock
Agreement which option will be exercisable (i) if the Participant's continuous
employment or performance of services for a Related Company shall terminate for
any reason prior to the expiration of the Restricted Period, (ii) if, on or
prior to the expiration of the Restricted Period or the earlier lapse of such
repurchase option, the Participant has not paid to the Company an amount equal
to any federal, state, local or foreign income or other taxes which the Company
determines is required to be withheld in respect of such Restricted Stock, or
(iii) under such other circumstances as determined by the Committee in its
discretion. Such repurchase option shall be exercisable on such terms, in such
manner and during such period as shall be determined by the Committee in the
Restricted Stock Agreement. Each certificate for shares issued as Restricted
Stock shall bear an appropriate legend referring to the foregoing repurchase
option and other restrictions; shall be deposited by the stockholder with the
Company, together with a stock power endorsed in blank; or shall be evidenced in
such other manner permitted by applicable law as determined by the Committee in
its discretion. Any attempt to dispose of any such shares in contravention of
the foregoing repurchase option and other restrictions shall be null and void
and without effect. If shares issued as Restricted Stock shall be repurchased
pursuant to the repurchase option described above, the stockholder, or in the
event of his death, his personal representative, shall forthwith deliver to the
Secretary of the Company the certificates for the shares, accompanied by such
instrument of transfer, if any, as may reasonably be required by the Company. If
the repurchase option described above is not exercised by the Company, such
repurchase option and the restrictions imposed pursuant to the first sentence of
this subparagraph (b) shall terminate and be of no further force and effect.

            (c) If a person who has been in continuous employment or performance
of services for any Related Company since the date on which Restricted Stock was
granted to him shall, while in such employment or performance of services, dies,
or terminates such employment or performance of services by reason of Disability
or by reason of early, normal or deferred retirement under an approved
retirement program of any Related Company (or such other plan or arrangement as
may be approved by the Committee in its discretion, for this purpose) and any of
such events shall occur after the date on which the Restricted Stock was granted
to him and prior to the end of the Restricted Period, the Committee may
determine to cancel the repurchase option (and any and all other restrictions)
on any or all of the shares of Restricted Stock; and the repurchase option shall
become exercisable at such time as to the remaining shares, if any.


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        18. Term and Amendment of Plan. The Plan was adopted by the Board on
April 27, 2000, and subsequently approved by the holders of a majority of the
stockholders of the Company entitled to vote thereon on or about April 27, 2000.
The Plan shall expire on April 27, 2010 (except as to Options and Restricted
Stock outstanding on that date). The Board may terminate or amend the Plan in
any respect at any time, except that, any amendment that (a) increases the total
number of shares that may be issued under the Plan (except by adjustment
pursuant to paragraph 13); (b) changes the class of persons eligible to
participate in the Plan, or (c) materially increases the benefits to
participants under the Plan, shall be subject to approval by the Company's
stockholders obtained within 12 months before or after the Board adopts a
resolution authorizing any of the foregoing amendments, and shall be null and
void if such approval is not obtained. Except as provided in the third sentence
of this paragraph 18, in no event may action of the Board or the Company's
stockholders alter or impair the rights of an optionee or purchaser of
Restricted Stock without his consent, under any Option or Restricted Stock
previously granted to him.

        19. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to Options and Restricted Stock authorized under the
Plan shall be used for general corporate purposes.

        20. Securities Law Requirements, etc. Shares of Common Stock shall not
be issued under the Plan unless the issuance and delivery of such shares comply
with (or are exempt from) all applicable requirements of law including, without
limitation, the Securities Act of 1933, as amended, and the rules and
regulations of any stock exchange or other securities market on which the
Company's securities may then be traded.

        21. Withholding of Additional Income Taxes. The Company, in accordance
with the Code, may (a) upon exercise of a Non-Qualified Option, (b) the purchase
of Common Stock for less than its fair market value, (c) the lapse of
restrictions on Restricted Stock, (d) the making of a Disqualifying Disposition
(as defined in paragraph 22) or (e) any other similar event then required by
law, require an optionee to pay additional withholding taxes in respect of the
amount that is considered compensation includible in such person's gross income.

        22. Notice to Company of Disqualifying Disposition. Each employee who
receives ISOs shall agree to notify the Company in writing immediately after the
employee makes a disqualifying disposition of any Common Stock received pursuant
to the exercise of an ISO (a "Disqualifying Disposition"). Disqualifying
Disposition means any disposition (including any sale) of such stock before the
later of (a) two years after the employee was granted the ISO under which he
acquired such stock, or (b) one year after the employee acquired such stock by
exercising such ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition will
thereafter occur.

        23. Governing Laws; Construction. The validity and construction of the
Plan and the instruments evidencing Options and Restricted Stock shall be
governed by the laws of The Commonwealth of Massachusetts, without giving effect
to its choice of law principles. In construing the Plan, the singular shall
include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.


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