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                                  EXHIBIT 99.5

                 ACTIVE VOICE CORPORATION 2000 STOCK OPTION PLAN



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                            ACTIVE VOICE CORPORATION

                             2000 STOCK OPTION PLAN


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                                TABLE OF CONTENTS
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                                                                                PAGE
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<S>     <C>                                                                      <C>
ARTICLE 1 PURPOSE AND EFFECTIVENESS...........................................   1

        1.1    Purpose........................................................   1
        1.2    Effective Date; Shareholder Approval Requirements..............   1

ARTICLE 2 DEFINITIONS.........................................................   1


ARTICLE 3 ADMINISTRATION......................................................   5

        3.1    Committee......................................................   5
        3.2    Appointment of Committee.......................................   5
        3.3    Powers; Regulations............................................   5
        3.4    Limits on Authority............................................   6
        3.5    Exercise of Authority..........................................   6

ARTICLE 4 SHARES SUBJECT TO THE PLAN..........................................   6

        4.1    Number of Shares...............................................   6
        4.2    Adjustments....................................................   6

ARTICLE 5 ELIGIBILITY.........................................................   7


ARTICLE 6 STOCK OPTIONS.......................................................   7

        6.1    Grant of Options...............................................   7
        6.2    Purchase Price.................................................   7
        6.3    Limitations on Incentive Stock Options.........................   7
        6.4    Term of Options................................................   7
        6.5    Option Agreement...............................................   8
        6.6    Exercise of Options............................................   8
               (a)    Time Exercisable........................................   8
               (b)    Manner of Exercise......................................   8
               (c)    Value of Shares.........................................   8
               (d)    Issuance of Shares......................................   8
        6.7    Legends........................................................   9
        6.8    Transferability................................................   9
        6.9    Authority of Chief Executive Officer to Grant Options..........   9

ARTICLE 7 GENERAL PROVISIONS..................................................   9

        7.1    Termination of Service.........................................  10
               (a)    General.................................................  10
               (b)    Termination for Cause...................................  10
               (c)    Miscellaneous...........................................  10
        7.2    Certain Events.................................................  10
               (a)    Control Purchase........................................  10
               (b)    Approved Transaction....................................  10
               (c)    Termination After Certain Approved Transactions.........  11
        7.3    Right to Terminate Service.....................................  12
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<S>     <C>                                                                      <C>
        7.4    Nonalienation of Benefits......................................  12
        7.5    Termination and Amendment......................................  12
               (a)    Termination.............................................  12
               (b)    Amendment of Plan.......................................  12
               (c)    Amendment of Options....................................  12
        7.6    Government and Other Regulations...............................  13
        7.7    Withholding....................................................  13
        7.8    Severability; Incentive Stock Option Provisions................  13
        7.9    Plan Not Exclusive.............................................  13
        7.10   Exclusion from Pension and Profit-Sharing Computation..........  13
        7.11   No Shareholder Rights..........................................  14
        7.12   Governing Law..................................................  14
        7.13   Company's Rights...............................................  14
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                            ACTIVE VOICE CORPORATION

                             2000 STOCK OPTION PLAN


                                    ARTICLE 1
                            PURPOSE AND EFFECTIVENESS

        1.1 PURPOSE. The purpose of the 2000 Stock Option Plan (the "Plan") is
to provide a method by which selected individuals performing services for Active
Voice Corporation, a Washington corporation (the "Company"), or any of its
Affiliates, may be offered an opportunity to invest in capital stock of the
Company, thereby increasing their personal interest in the growth and success of
the Company and its Affiliates.

        1.2 EFFECTIVE DATE; SHAREHOLDER APPROVAL REQUIREMENTS. The Plan shall be
effective as of June 21, 2000 (the "Effective Date"). Issuance of Incentive
Stock Options within twelve (12) months after the Effective Date shall be
subject to the approval of the Plan by the shareholders of the Company at a duly
held meeting of shareholders at which a majority of all outstanding voting stock
of the Company is represented in person or by proxy. The approval required shall
be a majority of the votes cast on the proposal to approve the Plan. No
Incentive Stock Option shall be exercisable until this approval requirement has
been satisfied. If this requirement is not satisfied within twelve (12) months
after the Effective Date, then (a) no Incentive Stock Options may thereafter be
granted, and (b) each Incentive Stock Option granted prior thereto shall
automatically be deemed to be a Nonqualified Stock Option (except to the extent
its Option Agreement expressly provides otherwise).

                                    ARTICLE 2
                                   DEFINITIONS

        Capitalized terms in the Plan shall have the following meanings (whether
used in the singular or plural):

        "Affiliate" of the Company means any corporation, partnership or other
entity which, through one or more intermediaries, directly or indirectly
controls, is controlled by, or is under common control with the Company.

        "Approved Transaction" means any of the following transactions
consummated with the approval, recommendation or authorization of the Board:

               (a) any merger, consolidation, statutory or contractual share
        exchange, or other transaction to which the Company or any of its
        Affiliates or shareholders is a party if, immediately following the
        transaction, the persons who held Common Stock (or securities
        convertible into Common Stock) immediately before the transaction hold
        less than a majority of --

                   (i) the combined Common Equity of the Company;



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                   (ii) or if, pursuant to the transaction, shares of Common
               Stock are changed or converted into or exchanged for, in whole or
               part, securities of another corporation or entity, the combined
               Common Equity of that corporation or entity;

        without taking into account any person's Common Equity of the Company or
        the other corporation or entity that is not directly attributable
        (through continued ownership, amendment, reclassification, conversion or
        exchange) to the person's holdings of Common Stock (or securities
        convertible into Common Stock) immediately before the transaction;

               (b) any liquidation or dissolution of the Company; and

               (c) any sale, lease, exchange or other transfer not in the
        ordinary course of business (in one transaction or a series of related
        transactions) of all, or substantially all, of the assets of the
        Company.

        "Board" means the Board of Directors of the Company.

        "Cause" means, in connection with the termination of the Service of a
Holder (a) repeated failures to carry out directions of the Board or the
Holder's supervisors with regard to material matters reasonably consistent with
the Holder's duties; (b) knowing violation of a state or federal law involving
the commission of a crime against the Company or any of its Affiliates or a
felony; (c) any misrepresentation, deception, fraud or dishonesty that is
materially injurious to the Company or any of its Affiliates; and (d) any act or
omission in willful disregard of the interests of the Company or any of its
Affiliates that substantially impairs the goodwill, business or reputation of
the Company or any of its Affiliates, including but not limited to any violation
of any proprietary rights or confidentiality agreement between the Company and
the Holder.

        "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute or statutes thereto. Reference to any specific
section of the Code shall include any successor section.

        "Committee" is defined in Section 3.1.

        "Common Equity" means the capital stock of a corporation (or
corresponding securities of a noncorporate entity) ordinarily, and apart from
rights accruing under special circumstances, having the right to vote in an
election for directors (or for members of the governing body of the noncorporate
entity).

        "Common Stock" means the Common Stock, no par value, of the Company.

        "Company" is defined in Section 1.1.

        "Continuing Option" is defined in Section 7.2(b)(v).

        "Control Purchase" means any transaction (or series of related
transactions), consummated without the approval, recommendation or authorization
of the Board, in which any person, corporation or other entity (including any
"person" as defined in Section 13(d)(3) or


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Section 14(d)(2) of the Exchange Act) purchases any Common Stock (or securities
convertible into Common Stock), pursuant to a tender offer or a request or
invitation for tenders (as those terms are defined in Section 14(d)(1) of the
Exchange Act) or otherwise, and thereafter is the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act) of securities of the Company representing
at least twenty-five percent (25%) of the combined Common Equity of the Company.

        "Disability" means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months.

        "Effective Date" is defined in Section 1.2.

        "Eligible Person" is defined in Article 5.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute or statutes thereto. Reference to
any specific section of the Exchange Act shall include any successor section.

        "Executive Officer" means any employee of the Company who is an
"officer" within the meaning of Rule 16a-1(f) of the Exchange Act, as amended
from time to time, or any successor rule thereto.

        "Fair Market Value" for the Common Stock (or any other security) on any
day means, if the Common Stock (or other security) is publicly traded, the last
sales price (or, if no last sales price is reported, the average of the high bid
and low asked prices) for a share of Common Stock (or unit of the other
security) on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock (or other security) is listed, or, if the Common Stock (or other
security) is publicly traded but not listed on an exchange, as reported by The
Nasdaq Stock Market, or, if such prices or quotations are not reported by The
Nasdaq Stock Market, as reported by any other available source of prices or
quotations selected by the Committee. If the Common Stock (or other security) is
not publicly traded, or if the Fair Market Value is not determinable by any of
the foregoing means, the Fair Market Value on any day shall be determined in
good faith by the Committee on the basis of such considerations as the Committee
determines to be appropriate.

        "Good Reason" means, with respect to a Holder, the occurrence in
connection with an Approved Transaction, without the Holder's express written
consent, of one of the following events or conditions:

               (a) A material reduction in the level of the Holder's
        responsibilities in comparison to the level thereof at the time of the
        Approved Transaction;

               (b) The assignment to the Holder of a job title that is not of
        comparable prestige and status as the Holder's job title at the time of
        the Approved Transaction;


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               (c) The assignment to the Holder of any duties inconsistent with
        the Holder's position at the time of the Approved Transaction, other
        than pursuant to the Holder's promotion;

               (d) A material reduction in the Holder's salary level;

               (e) A material reduction in the overall level of employee
        benefits or perquisites available to the Holder at the time of the
        Approved Transaction, or the Holder's right to participate therein,
        unless such reduction is nondiscriminatory as to the Holder;

               (f) Requiring the Holder to be based anywhere more than fifty
        (50) miles from the business location to which the Holder normally
        reported for work at the time of the Approved Transaction, other than
        for required business travel not significantly greater than the Holder's
        business travel obligations at the time of the Approved Transaction; or

               (g) Any of the foregoing events and conditions occurring before
        the Approved Transaction which the Holder reasonably demonstrates was at
        the request of a third party or otherwise arose in connection with or in
        anticipation of the Approved Transaction.

        "Holder" means an Eligible Person who has received an Option or, when
the context so requires, if rights under the Option continue following the death
of the Eligible Person or are transferred in a manner permitted by Section 6.8,
the person who succeeds to those rights by will or by the laws of descent and
distribution or by such transfer.

        "Incentive Stock Option" means an Option that is an incentive stock
option within the meaning of Section 422 of the Code.

        "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

        "Option" means an option with respect to shares of Common Stock awarded
pursuant to Article 6.

        "Option Agreement" is defined in Section 6.5.

        "Permitted Transferee" of a Holder 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 of the Holder (including any such relative by
adoption); any person sharing the Holder's household (other than a tenant or
employee); a trust in which these persons have more than fifty percent (50%) of
the beneficial interest; and any other non-charitable entity in which these
persons (or the Holder) own more than fifty percent (50%) of the voting
interests. "Plan" is defined in Section 1.1.

        "Replacement Securities" is defined in Section 7.2(b)(v)(B).


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        "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor statute or statutes thereto. Reference to any specific
section of the Securities Act shall include any successor section.

        "Service" means the performance of services on a periodic basis for the
Company or any of its Affiliates in the capacity of an employee, a nonemployee
member of a board of directors or other governing body, or an independent
consultant or advisor.

        "Transaction Date" is defined in Section 7.2(b)(i).

        "10% Shareholder" means a person who owns (or is considered as owning
within the meaning of Section 424 of the Code) stock possessing more than 10% of
the total combined voting power of all classes of capital stock of the Company.


                                    ARTICLE 3
                                 ADMINISTRATION

        3.1 COMMITTEE. The Plan shall be administered by the Board unless the
Board appoints a separate committee of the Board to administer the Plan pursuant
to Section 3.2 (the Board, or such committee, if it is administering the Plan,
will be referred to as the "Committee"). The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of that quorum. Any determination
reduced to writing and signed by all of the members of the Committee shall be as
effective as if it had been made by a majority vote at a meeting duly called and
held.

        3.2 APPOINTMENT OF COMMITTEE. The Board may appoint a committee
consisting of two or more of its members to administer the Plan. Once appointed,
the committee shall continue to serve until otherwise directed by the Board.
From time to time the Board may increase the size of the committee and appoint
additional members, remove members (with or without cause) and appoint new
members in their place, fill vacancies however caused, and/or remove all members
of the committee and thereafter directly administer the Plan.

        3.3 POWERS; REGULATIONS. The Committee shall have full power and
authority, subject only to the provisions of the Plan (a) to administer or
supervise the administration of the Plan; (b) to interpret the provisions of the
Plan and the Option Agreements; (c) to correct any defect, supply any
information and reconcile any inconsistency in such manner and to such extent as
it determines to be necessary or advisable to carry out the purpose of the Plan;
and (d) to take such other actions in connection with the Plan as it determines
to be necessary or advisable. The Committee is authorized to adopt, amend and
rescind such rules, regulations and procedures not inconsistent with the
provisions of the Plan as it determines to be necessary or advisable for the
proper administration of the Plan, and each Option shall be subject to all such
rules, regulations and procedures (whether the Option was granted before or
after promulgation thereof). Without limiting the authority of the Committee to
interpret the provisions of the Plan, the Committee shall have the right to
determine that a transaction (or series of related transactions) is not a
Control Purchase, even though literally included within the definition of


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that term, if the Committee determines that the transaction (or series of
related transactions) does not have the effect of significantly changing or
influencing the control of the Company on a permanent basis.

        3.4 LIMITS ON AUTHORITY. Exercise by the Committee of its authority
shall be consistent with the intent that (a) all Incentive Stock Options be
qualified under the terms of Section 422 of the Code, and (b) the Plan be
administered in a manner so that, to the extent possible, the grant of Options
and all other transactions with respect to the Plan, to Options and to any
Common Stock acquired upon exercise of Options, shall be exempt from the
operation of Section 16(b) of the Exchange Act.

        3.5 EXERCISE OF AUTHORITY. Each action and determination made or taken
by the Committee, including but not limited to any interpretation of the Plan
and the Option Agreements, shall be final, conclusive and binding for all
purposes and upon all persons. No member of the Committee shall be liable for
any action or determination made or taken by the member or the Committee in good
faith.

                                    ARTICLE 4
                           SHARES SUBJECT TO THE PLAN

        4.1 NUMBER OF SHARES. Subject to the provisions of this Article 4, the
maximum number of shares of Common Stock for which Options may be granted during
the term of the Plan shall be nine hundred fifty thousand (950,000). Shares of
Common Stock will be made available from the authorized but unissued shares of
the Company or from shares reacquired by the Company. If an Option terminates
for any reason without having been exercised in full, the shares of Common Stock
for which the Option has not been exercised shall again be available for
purposes of the Plan.

        4.2 ADJUSTMENTS. If the Company subdivides its outstanding shares of
Common Stock into a greater number of shares (by stock dividend, stock split,
reclassification or otherwise) or combines its outstanding shares of Common
Stock into a smaller number of shares (by reverse stock split, reclassification
or otherwise), or if the Committee determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization,
split-up, spin-off, combination, exchange of shares, rights offering, or other
transaction or event that is not an Approved Transaction or Control Purchase
affects the Common Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available under
the Plan, then the Committee shall, in such manner as it determines to be
equitable and appropriate, adjust any or all of (a) the number of shares of
Common Stock (or number and kind of other securities or property) for which, and
the time or times when, outstanding Options may thereafter be exercised; (b) the
purchase price for the shares (or other securities or property) under
outstanding Options; and (c) the number of shares of Common Stock (or number and
kind of other securities or property) for which Options may thereafter be
granted. In connection with any adjustment made pursuant to this Section 4.2,
the Committee may, if deemed equitable and appropriate, provide for a cash
payment to be made to the Holder of an Option, in cancellation of the Option, of
such amount as the Committee determines represents the value the Option would
then have if it were exercisable for all of the shares under the Option.


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                                    ARTICLE 5
                                   ELIGIBILITY

        The persons eligible to participate in the Plan and to receive Options
("Eligible Persons") shall be persons who are performing or have been hired to
perform Service for the Company or any of its Affiliates.

                                    ARTICLE 6
                                  STOCK OPTIONS

        6.1 GRANT OF OPTIONS. The Committee shall from time to time determine
(a) the Eligible Persons to whom Options are to be granted; (b) the number of
shares of Common Stock for which the Options are exercisable and the purchase
price of such shares; (c) whether the Options are Incentive Stock Options or
Nonqualified Stock Options; and (d) all of the other terms and conditions (which
need not be identical) of the Options; PROVIDED, HOWEVER, that all such
determinations shall be subject to the express limitations of the Plan.

        6.2 PURCHASE PRICE. The price at which shares of Common Stock may be
purchased upon exercise of an Option may be more than, less than or equal to the
Fair Market Value of the shares on the date the Option is granted; PROVIDED,
HOWEVER, that the purchase price of each share of Common Stock under an
Incentive Stock Option shall be (a) at least 110% of the Fair Market Value of
such share on the date of grant of the Option, if it is granted to a 10%
Shareholder, and (b) at least 100% of the Fair Market Value of such share on the
date of grant of the Option, if it is granted to any other Eligible Person.

        6.3 LIMITATIONS ON INCENTIVE STOCK OPTIONS.

            (a) GRANTS ONLY TO EMPLOYEES. Incentive Stock Options may only be
granted to Eligible Persons who are employees of the Company or an Affiliate
that constitutes a "parent corporation" or a "subsidiary corporation" within the
meaning of Section 424 of the Code.

            (b) LIMITATION ON SHARES. The aggregate Fair Market Value of the
shares of Common Stock for which, during any calendar year, one or more
Incentive Stock Options under the Plan (and/or one or more options under any
other plan maintained by the Company or any of its Affiliates for the granting
of options intended to qualify under Section 422 of the Code) become exercisable
for the first time by a Holder shall not exceed $100,000 (said value to be
determined as of the respective dates on which the options are granted to the
Holder). If an Option that would otherwise qualify as an Incentive Stock Option
becomes exercisable for the first time in any calendar year for shares of Common
Stock that would cause such aggregate Fair Market Value to exceed $100,000, then
the portion of the Option in respect of such shares shall be deemed to be a
Nonqualified Stock Option.

        6.4 TERM OF OPTIONS. Subject to the provisions of the Plan with respect
to termination of Options upon or following death, Disability or other
termination of Service, the Committee shall determine the term of each Option,
which term shall not be more than (a) five (5) years from the date of grant in
the case of an Incentive Stock Option granted to a 10% Shareholder, and (b) ten
(10) years from the date of grant in the case of any other Incentive Stock
Option.


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        6.5 OPTION AGREEMENT. Each Option shall be evidenced by an agreement
(the "Option Agreement") containing the terms and conditions of the Option as
determined by the Committee. Each grantee of an Option shall be notified
reasonably promptly of the grant, an Option Agreement shall be executed and
delivered by the Company to the grantee within sixty (60) days after the date
the Committee approves the grant, and the Committee may terminate the grant if
the Option Agreement is not signed by the grantee and delivered to the Company
within sixty (60) days after it is delivered to the grantee. An Option Agreement
may contain (but shall not be required to contain) such terms and conditions as
the Committee determines to be necessary or appropriate to ensure that the
penalty provisions of Section 4999 of the Code will not apply to any stock
received by the Holder from the Company. An Option Agreement may be amended from
time to time pursuant to Section 7.5(b).

        6.6 EXERCISE OF OPTIONS.

            (a) TIME EXERCISABLE. An Option shall become and remain exercisable
to the extent provided in its Option Agreement and in the Plan. However, if an
Option is granted prior to the date its Holder first performs Service for the
Company or any of its Affiliates, the Option shall not be exercisable prior to
the date the Holder first performs such Service. If an Option is scheduled to
become exercisable on one or more dates specified in its Option Agreement, and
its Holder has a leave of absence without pay, such date or dates shall be
postponed for a period equal to the duration of the leave unless the Committee
determines otherwise.

            (b) MANNER OF EXERCISE. An Option shall be exercised by written
notice to the Company in compliance with the terms and conditions of its Option
Agreement and such procedures for exercise of Options as the Committee may adopt
from time to time. The method or methods of payment of the purchase price of the
shares to be purchased upon exercise of the Option and of any amounts required
by Section 7.7 shall be determined by the Committee and set forth in the Option
Agreement for the Option. Such method or methods may consist of (i) check for
United States funds, (ii) whole shares of Common Stock already owned by the
Holder, (iii) the delivery, together with a properly executed exercise notice,
of irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the purchase price, (iv) any
combination of the foregoing methods of payment, or (v) such other consideration
and method of payment as may be permitted for the issuance of shares under
applicable securities and other laws. The Committee may specify a minimum number
of shares of Common Stock for which an Option must be exercised, but such
minimum shall not prevent exercise of an Option for the full number of shares
for which it is exercisable.

            (c) VALUE OF SHARES. Shares of Common Stock delivered in payment of
all or any part of the amounts payable upon exercise of an Option, and shares of
Common Stock withheld for such payment, shall be valued at their Fair Market
Value on the exercise date of the Option.

            (d) ISSUANCE OF SHARES. The Company shall issue the shares of Common
Stock purchased under an Option as soon as practicable after the Option has been
duly exercised; PROVIDED, HOWEVER, that no fractional shares shall be issuable
under the Plan, and any fractional shares that would otherwise be issuable shall
be disregarded. Following exercise of an Incentive


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Stock Option, the Committee shall cause the information statement required by
Section 6039 of the Code to be furnished to the Holder within the time and in
the manner prescribed by law.

        6.7 LEGENDS. Each certificate representing shares of Common Stock issued
upon exercise of an Option shall contain any legends that the Committee
determines to be necessary or appropriate. The Company may cause the transfer
agent for the Common Stock to place a stop transfer order with respect to such
shares.

        6.8 TRANSFERABILITY. Except to the extent the Committee limits this
Section 6.8 at the time a Nonqualified Stock Option is granted, the original
Holder of the Option may transfer the Option to any Permitted Transferee, so
long as the transfer is without value, and the Permitted Transferee may transfer
the Option without value to any other Permitted Transferee of the original
Holder. Neither (a) a transfer under a domestic relations order in settlement of
marital property rights, nor (b) a transfer to an entity in which more than
fifty percent (50%) of the voting interests are owned by Permitted Transferees
(or the original Holder) in exchange for an interest in that entity, will
constitute a transfer for value. Except as expressly permitted by this Section
6.8, an Option (including any Incentive Stock Option) will not be transferable
by its Holder other than by will or by the laws of descent and distribution,
will not be involuntarily alienable by legal process or otherwise by operation
of law, and will be exercisable during the Holder's lifetime only by the Holder.
If the Holder of an Option dies prior to its full exercise, the Option may be
exercised, to the extent it does not thereby terminate, by the person or persons
to whom the rights of the holder under the Option pass by will or by applicable
laws of descent and distribution.

        6.9 AUTHORITY OF CHIEF EXECUTIVE OFFICER TO GRANT OPTIONS. The Chief
Executive Officer of the Company shall have the authority to determine from time
to time (a) the Eligible Persons to whom Options are to be granted; (b) the
number of shares of Common Stock for which the Options are exercisable and the
purchase price of such shares; (c) whether the Options are Incentive Stock
Options or Nonqualified Stock Options; and (d) all of the other terms and
conditions (which need not be identical) of the Options; PROVIDED, HOWEVER, that
(i) the authority delegated to the Chief Executive Officer under this Section
6.9 shall not exceed that of the Committee under the foregoing provisions of
this Article 6 and shall be subject to any limitations, in addition to those
specified in this Section 6.9, as may be specified by the Board from time to
time; (ii) the Chief Executive Officer may not grant any Option to any person
who is an Executive Officer or a director of the Company at the time of the
grant; (iii) the purchase price of each share of Common Stock under an Option
granted under this Section 6.9 shall not be less than the Fair Market Value of
such share on the date of grant of the Option; and (iv) the Chief Executive
Officer shall promptly provide a report to the Committee of each person to whom
an Option has been granted under this Section 6.9 and the material terms and
conditions of the Option.

                                    ARTICLE 7
                               GENERAL PROVISIONS

        The provisions of this Article 7 shall apply to all Options, except to
the extent that one or more Option Agreements expressly provide otherwise.


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        7.1 TERMINATION OF SERVICE.

            (a) GENERAL. If a Holder's Service terminates without Cause before
the full exercise of an Option, then the Option shall thereafter be exercisable,
to the extent the Holder was entitled to exercise the Option on the date of such
termination, for a period of thirty (30) days following such termination (but
not later than the end of the term of the Option); PROVIDED, HOWEVER, that, if
the Holder's Service terminates by reason of death or Disability, the Option
shall be exercisable for a period of one (1) year following such termination
(but not later than the end of the term of the Option). At the end of such
period, the Option shall terminate.

            (b) TERMINATION FOR CAUSE. If a Holder's Service is terminated for
Cause, then all Options held by the Holder shall immediately terminate.
Following termination of a Holder's Service, if the Holder engages in any act
that would have constituted Cause if the Holder had remained in the Service of
the Company or any of its Affiliates, then the Company shall be entitled to
terminate any Options held by the Holder.

            (c) MISCELLANEOUS. The Committee may determine whether a leave of
absence of a Holder constitutes a termination of the Holder's Service; PROVIDED,
HOWEVER, that neither (i) a leave of absence, duly authorized in writing by the
Company or any of its Affiliates for military service or sickness, or for any
other purpose approved by the Company or any of its Affiliates, if the period of
the leave does not exceed ninety (90) days, nor (ii) a leave of absence in
excess of ninety (90) days, duly authorized in writing by the Company or any of
its Affiliates, provided the Holder's right to return to Service with the
Company or the Affiliate is guaranteed either by statute or by contract, shall
be deemed a termination of the Holder's Service. An Option shall not be affected
by any change in the Holder's Service so long as the Holder continues to be in
the Service of the Company or any of its Affiliates. If a Holder is in the
Service of an Affiliate of the Company that ceases to be an Affiliate, such
event shall, for purposes of any Option held by the Holder, be deemed to
constitute a termination of the Holder's Service for a reason other than death
or Disability.

        7.2 CERTAIN EVENTS.

            (a) CONTROL PURCHASE. Effective upon a Control Purchase, if the
Holder of an Option is in the Service of the Company or any of its Affiliates at
that time, the Option shall become exercisable for all of the shares under the
Option.

            (b) APPROVED TRANSACTION. The following provisions shall apply if an
Approved Transaction occurs:

                (i) The Company shall provide each Holder with notice of the
pendency of the Approved Transaction at least fifteen (15) days before the
expected date of consummation thereof (the date on which the Approved
Transaction is consummated will be referred to as the "Transaction Date").

                (ii) Effective immediately before the Transaction Date, if the
Holder of an Option is in the Service of the Company or any of its Affiliates on
the Transaction Date and has been in Service for at least one (1) year, the
Option shall become exercisable for the number of shares for which it would have
been exercisable if the Holder had remained in Service until --


                                      -10-
<PAGE>   15


                    (A) the first (1st) anniversary of the Transaction Date, if
        the Holder on the Transaction Date has been in Service for less than two
        (2) years; or

                    (B) the second (2nd) anniversary of the Transaction Date, if
        the Holder on the Transaction Date has been in Service for at least two
        (2) years but less than three (3) years;

and the Option shall become exercisable for all of the shares under the Option
if the Holder on the Transaction Date has been in Service for at least three (3)
years.

                (iii) Following notice of the Approved Transaction, any exercise
of an Option may be contingent upon consummation of the Approved Transaction, if
so elected by the Holder in the notice of exercise, and shall be contingent upon
such consummation with respect to any portion of the Option that will only
become exercisable immediately before the Transaction Date.

                (iv) Upon consummation of the Approved Transaction, all Options
shall terminate.

                (v) Section 7.2(b)(ii) through Section 7.2(b)(iv) shall not
apply to an Option, if the Committee determines that the Company or another
party to the Approved Transaction has either --

                    (A) made appropriate provision for continuation of the
        Option, or for replacement of the Option with a new award on terms that
        are, as nearly as practicable, the financial equivalent of the Option
        (the Option as so continued or replaced shall be referred to as a
        "Continuing Option"); or

                    (B) delivered to the Holder equity securities of the Company
        or another party to the Approved Transaction (the "Replacement
        Securities") having a value equal to the value of the Option on the
        Transaction Date.

At the time the Holder is given notice of the pendency of the Approved
Transaction under Section 7.2(b)(i) or in a separate notice given before the
Transaction Date, the Committee shall inform the Holder of the provision to be
made for a Continuing Option or for delivery of Replacement Securities.
Effective automatically upon consummation of the Approved Transaction and
without any action by the Holder, the Option shall represent the Continuing
Option (if provision is made for a Continuing Option) or terminate (if
Replacement Securities are to be delivered).

            (c) TERMINATION AFTER CERTAIN APPROVED TRANSACTIONS. If there are
one or more Continuing Options following an Approved Transaction and the Service
of the Holder of a Continuing Option is terminated without Cause within a period
of eighteen (18) months following the Transaction Date, or if the Holder
voluntarily terminates his or her Service for Good Reason during such period,
then (i) all Continuing Options held by the Holder shall become exercisable for
all of the shares thereunder; (ii) all restrictions under the Plan or any


                                      -11-
<PAGE>   16

Option Agreement with respect to Common Stock issued pursuant to exercise of any
such Continuing Option (other than restrictions on transfer under applicable
securities laws), including but not limited to contractual restrictions on
transfer, rights of repurchase or first refusal in favor of the Company and
restrictions on certificates for the Common Stock (other than restrictions on
certificates designed to promote compliance with applicable securities laws)
shall automatically terminate; and (iii) each such Continuing Option shall
remain exercisable until a period of eighteen (18) months has elapsed following
the Transaction Date or until the date on which the Continuing Option would have
terminated if the Service of the Holder had not terminated, whichever occurs
first.

        7.3 RIGHT TO TERMINATE SERVICE. Nothing contained in the Plan or in any
Option Agreement, and no action of the Company or the Committee with respect
thereto, shall confer on any Holder any right to continue in the Service of the
Company or any of its Affiliates or interfere in any way with the right of the
Company or any of its Affiliates, subject to the terms and conditions of any
agreement between the Holder and the Company or any of its Affiliates, to
terminate at any time, with or without Cause, the Service of the Holder.

        7.4 NONALIENATION OF BENEFITS. Except as permitted pursuant to Section
6.8, no right or benefit under the Plan or any Option shall be (a) subject to
anticipation, alienation, sale, assignment, hypothecation, pledge, exchange,
transfer, encumbrance or charge (and any attempt to anticipate, alienate, sell,
assign, hypothecate, pledge, exchange, transfer, encumber or charge the same
shall be void); or (b) liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to the right or benefit.

        7.5 TERMINATION AND AMENDMENT.

            (a) TERMINATION. The Plan shall terminate on the tenth (10th)
anniversary of the Effective Date; PROVIDED, HOWEVER, that the Board or the
Committee may terminate the Plan at any earlier time. No Options may be granted
following termination of the Plan, but the provisions of the Plan shall continue
in effect until all Options terminate or are exercised in full and all rights of
all persons with any interest in the Plan expire.

            (b) AMENDMENT OF PLAN. The Board or the Committee may from time to
time amend the Plan, whether before of after termination of the Plan, in such
respects as it shall deem advisable; PROVIDED, HOWEVER, that any such amendment
(i) shall comply with all applicable laws and stock exchange listing
requirements, and (ii) with respect to Incentive Stock Options granted or to be
granted under the Plan, shall be subject to any approval by shareholders of the
Company required under the Code. No amendment of the Plan may adversely affect
the rights of the Holder of an Option in any material way unless the Holder
consents thereto.

            (c) AMENDMENT OF OPTIONS. The Committee may amend the Option
Agreement for an Option in such respects as it shall deem advisable, including
but not limited to any amendment that would accelerate the time or times at
which the Option may be exercised or extend the scheduled termination date of
the Option; PROVIDED, HOWEVER, that (i) no amendment may adversely affect the
rights of the Holder of the Option in any material way unless the Holder
consents thereto, and (ii) the Option Agreement, as amended, shall satisfy all
of the requirements of the Plan at the time of the amendment. Nothing in this
Section 7.5 shall prevent the


                                      -12-
<PAGE>   17


Committee from adopting, amending or rescinding rules, regulations and
procedures pursuant to Section 3.3.

        7.6 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company with
respect to Options and the issuance of Common Stock upon the exercise thereof
shall be subject to all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required, including but not
limited to the effectiveness of any registration statement required under the
Securities Act, and the rules and regulations of any securities exchange or
over-the-counter market on which the Common Stock may be listed or quoted. The
Company shall have no obligation to register shares of Common Stock issuable
upon exercise of Options under the Securities Act or to register, qualify or
list such shares under the laws of any state or other jurisdiction or the rules
of any securities exchange or over-the-counter market.

        7.7 WITHHOLDING. By accepting an Option, the Holder shall be deemed to
have agreed to pay, or make arrangements satisfactory to the Committee for
payment to the Company of, all taxes required to be withheld by the Company in
connection with the exercise of the Option or any sale, transfer or other
disposition of any shares of Common Stock acquired upon exercise of the Option.
If the Holder shall fail to pay, or make arrangements satisfactory to the
Committee for the payment of, all such taxes, then the Company or any of its
Affiliates shall, to the extent not prohibited by law, have the right to deduct
from any payment of any kind otherwise due to the Holder an amount equal to any
taxes of any kind required to be withheld by the Company or any of its
Affiliates with respect to the Option.

        7.8 SEVERABILITY; INCENTIVE STOCK OPTION PROVISIONS

            (a) If any provision of this Plan or any Option Agreement, on its
face or as applied to any person or circumstance, is or becomes unenforceable to
any extent, the remainder of this Plan or the Option Agreement, as the case may
be, and the application of the provision to any other person, circumstance or
extent, shall not be affected, and this Plan and the Option Agreement shall
continue in force.

            (b) With respect to Incentive Stock Options, if the Plan does not
contain any provision required to be included herein under Section 422 of the
Code, such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out in full herein; PROVIDED,
HOWEVER, that to the extent any Option that is intended to qualify as an
Incentive Stock Option cannot so qualify, the Option, to that extent, shall be
deemed to be a Nonqualified Stock Option for all purposes of the Plan.

        7.9 PLAN NOT EXCLUSIVE. Neither the adoption of the Plan by the Board
nor any submission of the Plan to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including but
not limited to the granting of stock options and the awarding of stock and cash
outside of the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

        7.10 EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION. By accepting
an Option, the Holder shall be deemed to have agreed that the Option is special
incentive


                                      -13-
<PAGE>   18


compensation that will not be taken into account, in any manner, as salary,
compensation or bonus in determining the amount of any payment or other benefit
under any pension, retirement or other employee benefit plan, program or policy
of the Company or any of its Affiliates.

        7.11 NO SHAREHOLDER RIGHTS. No Holder or other person shall have any
voting or other shareholder rights with respect to shares of Common Stock under
an Option until the Option has been duly exercised, full payment of the purchase
price has been made, all conditions under the Option and the Plan to issuance of
the shares have been satisfied, and a certificate for the shares has been
issued. No adjustment shall be made for cash or other dividends or distributions
to shareholders for which the record date is before the date of such issuance.

        7.12 GOVERNING LAW. The Plan and all Options shall be governed by, and
interpreted in accordance with, the laws of the State of Washington.

        7.13 COMPANY'S RIGHTS. The grant of Options shall not affect in any way
the right or power of the Company to make reclassifications, reorganizations or
other changes of or to its capital or business structure or to merge,
consolidate, liquidate, sell or otherwise dispose of all or any part of its
business or assets.


                                      -14-
