<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>19
<FILENAME>w59294ex10-9.txt
<DESCRIPTION>BENTLEY SYSTEMS, INCORPORATED 1997 STOCK OPTION
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.9

                         BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN
                    (AS AMENDED EFFECTIVE FEBRUARY 17, 2000)

                               TABLE OF CONTENTS

-   1.  Purpose

-   2.  Administration

-   3.  Eligibility

-   4.  Stock

-   5.  Granting of Options

-   6.  Annual Limit

-   7.  Terms and Conditions of Options

-   8.  Option Agreements -- Other Provisions

-   9.  Capital Adjustments

-  10.  Amendment or Discontinuance of the Plan

-  11.  Absence of Rights

-  12.  Indemnification of Board and Committee

-  13.  Company's Rights of First Refusal and Right to Repurchase Common Stock;
        Proxy or Voting Agreement

-  14.  Application of Funds

-  15.  No Obligation to Exercise Option

-  16.  Shareholder Approval

-  17.  Termination of Plan

-  18.  Governing Law

<PAGE>
                         BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN
                    (AS AMENDED EFFECTIVE FEBRUARY 17, 2000)

          WHEREAS, Bentley Systems, Incorporated, a Delaware corporation (the
"Company"), desires to award stock options to certain of its officers and other
key employees;

          NOW, THEREFORE, the Bentley Systems, Incorporated 1997 Stock Option
Plan is hereby adopted under the following terms and conditions:

1. PURPOSE. The Bentley Systems, Incorporated 1997 Stock Option Plan (the
"Plan") is intended to provide a means whereby the Company may, through the
grant of incentive stock options and nonqualified stock options (collectively,
the "Options") to officers and other key employees of the Company and its
Subsidiaries ("Key Employees"), attract and retain such Key Employees and
motivate them to exercise their best efforts on behalf of the Company and of
its Subsidiaries.

          For purposes of the Plan, a "Subsidiary" shall mean a "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code"). Further, as used in the Plan,
(i) the term "ISO" shall mean an option which, at the time such option is
granted, qualifies as an incentive stock option within the meaning of Section
422 of the Code and is designated as an ISO in the "Option Agreement" (as
defined in Section 8 hereof); and (ii) the term "NQSO" shall mean an option
which, at the time such option is granted, does not qualify as an ISO, and is
designated as a nonqualified stock option in the Option Agreement (as defined
in Section 8 hereof).

2. ADMINISTRATION. Where authorized by the Company's Board of Directors (the
"Board"), the Plan shall be administered by the Company's Stock Option
Committee (the "Committee"), consisting of at least two directors of the
Company who shall be appointed by, and shall serve at the pleasure of, the
Board. The Board shall change the membership of the Committee, to the extent
necessary, so that on and after the date (the "Public Offering Date") the
Company first registers equity securities under Section 12 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), the Committee shall
consist solely of not fewer than two "non-employee directors" (within the
meaning of Rule 16b-3(b)(3) under the Exchange Act, or any successor thereto)
of the Company who are also "outside directors" (within the meaning of Treas.
Reg. & sect; 1.162-27(e)(3), or any successor thereto) of the Company. Where
the Board has not authorized a Committee to administer the Plan or where the
Committee cannot be constituted to vote on the grant of an Option (for example,
because of state laws governing corporate self-dealing), the Plan shall be
administered by the entire Board (and all references in this Plan to the
"Committee" shall be construed as referring to the "Board"); provided, however,
that a member of the Board shall not participate in a vote approving the grant
of an Option to himself to the extent provided under the laws of the State of
Delaware governing corporate self-dealing. Each


<PAGE>
member of the Committee, while serving as such, shall be deemed to be acting in
his capacity as a director of the Company.

     The Committee shall have full authority, subject to the terms of the Plan,
to select the Key Employees to be granted Options under the Plan, to grant
Options on behalf of the Company, and to set the date of grant and the other
terms of such Options. The Committee may correct any defect, supply any
omission, and reconcile any inconsistency in the Plan and in any Option granted
hereunder in the manner and to the extent it deems desirable. The Committee may
also, in its discretion, adjust the price of an Option, or cancel an Option and
grant a new Option to replace the cancelled Option; provided, that if the
Committee changes the price of an Option or replaces an Option, the resulting
Option shall be treated as a new Option granted on the date of such change or
replacement and shall comply with the terms of the Plan as such. The Committee
also shall have the authority to establish such rules and regulations, not
inconsistent with the provisions of the Plan, for the proper administration of
the Plan, to amend, modify, or rescind any such rules and regulations, and to
make such determinations and interpretations under or in connection with the
Plan, as it deems necessary or advisable. All such rules, regulations,
determinations, and interpretations shall be binding and conclusive upon the
Company, its stockholders and all employees, and upon their respective legal
representatives, beneficiaries, successors, and assigns, and upon all other
persons claiming under or through any of them.

     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 granted
under it.

3. ELIGIBILITY.  The class of employees who shall be eligible to receive
Options under the Plan shall be the Key Employees, including any directors who
also are officers or key employees of the Company and/or of a Subsidiary. More
than one Option may be granted to a Key Employee under the Plan.

4. STOCK.  Options may be granted under the Plan to purchase up to a maximum of
3,800,000 shares of the Company's $.01 par value Class B (non-voting) common
stock ("Common Stock"); provided, however, that on and after the Public
Offering Date (as defined in Section 2 hereof), no Key Employee shall receive
Options under the Plan in any calendar year for more than 75,000 shares of the
Company's Common Stock. However, both the limits in the preceding sentence
shall be subject to adjustment as hereinafter provided. Shares issuable under
the Plan may be authorized but unissued shares or reacquired shares, and the
Company may purchase shares required for this purpose, from time to time, if it
deems such purchase to be advisable.

     If any Option granted under the Plan expires, or if any such Option is
canceled for any reason whatsoever (including, without limitation, the Key
Employee's surrender thereof), without having been exercised, the full and
fractional shares subject to the unexercised portion of the Option shall
continue to be available for the granting of Options under the Plan as fully as
if the shares had never been subject to an Option. However, (i) if an Option is
canceled, the shares of Common Stock covered by the canceled Option shall be
counted against the maximum number of shares for which Options may be granted
to a single Key Employee, and (ii) if the exercise price of an Option is
reduced after the date of grant, the transaction shall be treated as a
cancellation of the original Option and the grant of a new Option for purposes
of such maximum.
<PAGE>
5. GRANTING OF OPTIONS. From time to time until the expiration or earlier
suspension or discontinuance of the Plan, the Committee may, on behalf of the
Company, grant to Key Employees under the Plan such Options as it determines are
warranted; provided, however, that grants of ISOs and NQSOs shall be separate
and not in tandem. In making any determination as to whether a Key Employee
shall be granted an Option, the type of Option to be granted, the number of
shares to be covered by the Option, and other terms of the Option, the Committee
shall take into account the duties of the Key Employee, his present and
potential contributions to the success of the Company or a Subsidiary, the tax
implications to the Company and the Key Employee of any Options granted, and
such other factors as the Committee shall deem relevant in accomplishing the
purposes of the Plan. Moreover, the Committee may provide in the Option that
said Option may be exercised only if certain conditions, as determined by the
Committee, are fulfilled.

6. ANNUAL LIMIT.

          (a) ISOs. The aggregate fair market value (determined under Section
7(b) hereof as of the date the ISO is granted) of the Common Stock with respect
to which ISOs are exercisable for the first time by a Key Employee during any
calendar year (counting ISOs under this Plan and incentive stock options under
any other stock option plan of the Company or a Subsidiary) shall not exceed
$100,000. If an Option intended as an ISO is granted to a Key Employee and the
Option may not be treated in whole or in part as an ISO pursuant to the $100,000
limitation, the Option shall be treated as an ISO to the extent it may be so
treated under the limitation and as an NQSO as to the remainder. For purposes of
determining whether an ISO would cause the limitation to be exceeded, ISOs shall
be taken into account in the order granted.

          (b) NQSOs. The annual limits set forth above for ISOs shall not apply
to NQSOs.

7. TERMS AND CONDITIONS OF OPTIONS. The Options granted pursuant to the Plan
shall include expressly or by reference the following terms and conditions, as
well as such other provisions not inconsistent with the provisions of this Plan
and, for ISOs granted under this Plan, the provisions of Section 422(b) of the
Code, as the Committee shall deem desirable --

          (a) NUMBER OF SHARES. The Option shall state the number of shares of
Common Stock to which the Option pertains.

          (b) PRICE. The Option shall state the Option price which shall be
determined and fixed by the Committee in its discretion but, in the case of an
ISO, shall not be less than the higher of 100 percent (110 percent in the case
of more-than-10-percent shareholder, as provided in subsection (k) below) of the
fair market value of the optioned shares of Common Stock on the date the ISO is
granted, or the par value thereof, and, in the case of an NQSO, shall not be
less than the higher of 100 percent of the fair market value of the optioned
shares of Common Stock on the date the NQSO is granted, or the par value
thereof.

     The fair market value of the optioned shares of Common Stock shall be
arrived at by a good faith determination of the Committee and shall be --
<PAGE>
               (1) the mean between the highest and lowest quoted selling price,
if there is a market for, and sales of, the Common Stock on a registered
securities exchange or on an over-the-counter market, on the date of grant;

               (2) the weighted average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant, if there are no sales on the date of grant but there are sales on dates
within a reasonable period both before and after the date of grant;

               (3) the mean between the bid and asked prices, as reported by the
National Quotation Bureau, on the date of grant, if actual sales are not
available during a reasonable period beginning before and ending after the date
of grant; or

               (4) if subparagraphs (1) through (3) are not applicable, such
other method of determining fair market value as shall be authorized by the
Code, or the rules or regulations thereunder, and adopted by the Committee.

     Where the fair market value of the optioned shares of Common Stock is
determined under subparagraph (2) above, the average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant shall be weighted inversely by the respective numbers of
trading days between the selling dates and the date of grant (i.e., the
valuation date), in accordance with Treas. Reg. &sect; 20.2031-2(b)(1), or any
successor thereto.

       (c)  TERMS

               (1)  ISOs.  Subject to earlier termination as provided in
subsections (e), (f), (g) and (h) below and in Section 9 hereof, the term of
each ISO shall be not more than 10 years (five years in the case of a
more-than-10-percent shareholder, as discussed in subsection (k) below) from the
date of grant.

               (2)  NQSOs.  Subject to earlier termination as provided in
paragraphs (e), (f), (g) and (h) below and in Section 9 hereof, the term of each
NQSO shall be not more than 10 years from the date of grant.

               (3)  EXERCISE.  Options shall be exercisable in such installments
and on such dates as the Committee may specify; provided that (i) in the case of
new Options granted to a Key Employee to replace options (whether granted under
the Plan or otherwise) held by the Key Employee or in the case of Options
repriced by the Committee, the new or repriced Options may be made exercisable,
if so determined by the Committee, in its discretion, at the earliest date the
original Options were exercisable, but not earlier than six months from the date
of grant of the new Options or the repricing of the original Options; and (ii)
the Committee may accelerate the exercise date of any outstanding Options, in
its discretion, if it deems such acceleration to be desirable.

     Any exercisable Options may be exercised at any time up to the expiration
or termination of the Option. Exercisable Options may be exercised, in whole or
in part and from time to time, by giving written notice of exercise to the
Company at its principal office, specifying the number

<PAGE>
of full and/or fractional shares to be purchased and accompanied by payment in
full of the aggregate Option price for such shares (except that, in the case of
an exercise arrangement approved by the Committee and described in paragraph
(4) below, payment may be made as soon as practicable after the exercise).

     The Option price shall be payable in the case of an ISO, if the Committee
in its discretion causes the Option Agreement so to provide, and in the case of
an NQSO, if the Committee in its discretion so determines at or prior to the
time of exercise --

               (1)  in cash or its equivalent;

               (2)  in shares of Common Stock previously acquired by the Key
Employee; provided that (i) if such shares of Common Stock were acquired
through the exercise of an ISO and are used to pay the Option price for ISOs,
such shares have been held by the Key Employee for a period of not less than
the holding period described in Section 422(a)(1) of the Code on the date of
exercise, or (ii) if such shares of Common Stock were acquired through the
exercise of an NQSO and are used to pay the Option price of an ISO, or if such
shares of Common Stock were acquired through the exercise of an ISO or NQSO and
are used to pay the Option price of an NQSO, such shares have been held by the
Key Employee for a period of more than one year on the date of exercise;

               (3)  in Common Stock newly acquired by the Key Employee under
exercise of such Option (which shall constitute a disqualifying disposition in
the case of an Option which is an ISO);

               (4)  by delivering a properly executed notice of exercise of the
Option to the Company and a broker, with irrevocable instructions to the broker
promptly to deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option;

               (5)  if the Key Employee is designated as an "eligible
participant" by the Committee at the date of grant in the case of an ISO, or at
or after the date of grant in the case of an NQSO, and if the Key Employee
thereafter so requests, (i) the Company will loan the Key Employee the money
required to pay the exercise price of the Option; (ii) any such loan to a Key
Employee shall be made only at the time the Option is exercised; and (iii) the
loan will be made on the Key Employee's personal, negotiable, demand promissory
note, bearing interest at the lowest rate which will avoid imputation of
interest under Section 7872 of the Code, and including such other terms as the
Committee may prescribe; or

               (6)  in any combination of subparagraphs (1), (2), (3), (4) and
(5) above.

     In the event the Option price is paid, in whole or in part, with shares of
Common Stock, the portion of the Option price so paid shall be equal to the
aggregate fair market value (determined in paragraph (b) above as of the date
of exercise of the Option rather than the date of grant) of the Common Stock so
surrendered in payment of the Option price.

          (e)  TERMINATION OF EMPLOYMENT. If a Key Employee's employment by the
Company (and Subsidiaries) is terminated by either party prior to the
expiration date fixed for his Option for any reason other than death or
disability, such Option may be exercised, to the extent

<PAGE>
of the number of shares with respect to which the Key Employee could have
exercised it on the date of such termination, or to any greater extent
permitted by the Committee, by the Key Employee at any time prior to the
earlier of (i) the expiration date specified in such Option; or (ii)(A) in the
case of the Key Employee's voluntary termination or in the case of a
termination for Cause, the date of such termination of employment (unless the
Committee, in its discretion and subject to Section 10 hereof, permits a later
expiration date in the case of such a termination, with the consent of the
Option holder in the case of an ISO) or (B) otherwise, three months after such
termination of employment (unless the Committee, in its discretion and subject
to Section 10 hereof, permits a later expiration date in the case of such a
termination, with the consent of the Option holder in the case of an ISO). For
this purpose, "Cause" shall mean (i) the Key Employee's failure to perform the
duties of his position, provided such failure has a material, adverse effect on
the Company or any Subsidiary; (ii) the Key Employee's misappropriation of any
assets of the Company or any Subsidiary; (iii) the Key Employee's drunkenness
or misuse of drugs while performing services for the Company or any Subsidiary;
or (iv) the Key Employee's being convicted of a misdemeanor, the penalty for
which is imprisonment for more than one year, or a felony.

          (f) EXERCISE UPON DISABILITY OF KEY EMPLOYEE. If a Key Employee
becomes disabled (within the meaning of Section 22(e)(3) of the Code) during
his employment and, prior to the expiration date fixed for his Option, his
employment is terminated as a consequence of such disability, such Option may
be exercised, to the extent of the number of shares with respect to which the
Key Employee could have exercised it on the date of such termination, or to any
greater extent permitted by the Committee, by the Key Employee at any time
prior to the earlier of (i) the expiration date specified in such Option; or
(ii) one year after such termination of employment (unless the Committee, in
its discretion and subject to Section 10 hereof, permits a later expiration
date in the case of such a termination, with the consent of the Option holder in
the case of an ISO). In the event of the Key Employee's legal disability, such
Option may be so exercised by the Key Employee's legal representative.

          (g) EXERCISE UPON DEATH OF KEY EMPLOYEE. If a Key Employee dies
during his employment, and prior to the expiration date fixed for his Option,
or if a Key Employee whose employment is terminated for any reason, dies
following his termination of employment but prior to the earlier of (i) the
expiration date fixed for his Option, or (ii) the expiration of the period
determined under paragraphs (e) and (f) above, such Option may be exercised,
to the extent of the number of shares with respect to which the Key Employee
could have exercised it on the date of his death, or to any greater extent
permitted by the Committee, by the Key Employee's estate, personal
representative or beneficiary who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the Key Employee. Such
post-death exercise may occur at any time prior to the earlier of (i) the
expiration date specified in such Option or (ii) an accelerated expiration date
determined by the Committee, in its discretion; except that, subject to
Section 8 hereof, such accelerated expiration date shall not be earlier than
one year, nor later than three years, after the date of death.

          (h) EXERCISE UPON CHANGE IN CONTROL. Notwithstanding any other
provision of this Plan, all outstanding Options shall become fully vested and
exercisable upon a Change in Control. In the event of a Change in Control in
which outstanding Options are not assumed by

<PAGE>
the surviving entity, the Committee shall terminate all outstanding Options on
at least seven days' notice. Any such Option which is to be so terminated may be
exercised up to, and including the date immediately preceding such termination.
With respect to any such Option which is to be so terminated but which is not
exercised prior to its termination, the Committee shall cause the Company to pay
to each Key Employee an amount in cash with respect to each full and/or
fractional share of Common Stock to which his unexercised Option pertains. Such
cash amount shall be equal to the difference between the Option price and the
fair market value, as determined by the Committee in accordance with paragraph
(b) above, of the full and fractional shares of Common Stock to which the Key
Employee's unexercised Option pertains.

         (1) Except as provided in subparagraph (2) below, "Change in Control"
shall be deemed to have taken place if:

            (i) any person, including a group but excluding the Company or any
      stockholder of the Company as of the effective date set forth in Section
      15 hereof, becomes the beneficial owner of shares of the Company having
      50 percent or more of the total number of votes that may be cast for the
      election of directors of the Company;

            (ii) there occurs any cash tender or exchange offer for shares of
      the Company, merger or other business combination, or sale of assets, or
      any combination of the foregoing transactions, and as a result of or in
      connection with any such event persons who were directors of the Company
      before the event shall cease to constitute a majority of the board of
      directors of the Company or any successor to the Company; or

            (iii) during any period of two consecutive calendar years beginning
      after the date of the initial public offering of the Common Stock, members
      of the Incumbent Board cease for any reason to constitute a majority of
      the Board; for this purpose, the "Incumbent Board" shall consist of the
      individuals who at the beginning of such period constitute the entire
      Board and any new director -- other than a director (i) designated or
      nominated by, or affiliated with, a person who has entered into an
      agreement with the Company to effect a transaction described in (B) above,
      or (ii) who initially assumed office as a result of either an actual or
      threatened "Election Contest" (as described in Rule 14a-11 under the
      Exchange Act) or other actual or threatened solicitation of proxies or
      contests by or on behalf of a person other than the Board (a "Proxy
      Contest"), including by reason of any agreement intended to avoid or
      settle any Election Contest or Proxy Contest -- whose election by the
      Board or nomination for election by the stockholders of the Company was
      approved by a vote of at least 2/3rds of the directors then still in
      office who either were directors at the beginning of the periods or whose
      election or nomination for election was previously so approved.

         (2) Notwithstanding subparagraph (1) above, if any of the events
listed in subparagraph (1) above occurs solely as a consequence of the sale by
Intergraph Corporation of all or a portion of its interest in the Company, such
event shall not constitute a Change in Control.

         (3) As used in subparagraphs (1) and (2) above, the terms "person" and
"beneficial owner" have the same meanings as such terms under Section 13(d) of
the Exchange
<PAGE>
Act and the rules and regulations promulgated thereunder.

          (i) NON-TRANSFERABILITY. No ISO and (except as otherwise provided in
any Option Agreement) no NQSO shall be assignable or transferable by the Key
Employee other than by will or by the laws of descent and distribution, and
(subject to the preceding clause) during the lifetime of the Key Employee, the
Option shall be exercisable only by him or by his guardian or legal
representative. If the Key Employee is married at the time of exercise and if
the Key Employee so requests at the time of exercise, the certificate or
certificates shall be registered in the name of the Key Employee and the Key
Employee's spouse, jointly, with right of survivorship.

          (j) RIGHTS AS A STOCKHOLDER. A Key Employee shall have no rights as a
stockholder with respect to any shares covered by his Option until the issuance
of a stock certificate to him for such shares.

          (k) TEN PERCENT SHAREHOLDER. If the Key Employee owns more than 10
percent of the total combined voting power of all shares of stock of the
Company or of a Subsidiary at the time an ISO is granted to him, the Option
price for the ISO shall not be less than 110 percent of the fair market
value (as determined under subsection (b) above) of the optioned shares of
Common Stock on the date the ISO is granted, and such ISO, by its terms, shall
not be exercisable after the expiration of five years from the date the ISO is
granted. The conditions set forth in this subsection shall not apply to NQSOs.

          (l) LISTING AND REGISTRATION OF SHARES. Each Option shall be subject
to the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the shares of
Common Stock covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the purchase of shares of Common Stock thereunder, or that
action by the Company or by the Key Employee should be taken in order to obtain
an exemption from any such requirement, no such Option may be exercised, in
whole or in part, unless and until such listing, registration, qualification,
consent, approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the generality of the
foregoing, each Key Employee or his legal representative or beneficiary may
also be required to give satisfactory assurance that shares purchased upon
exercise of an Option are being purchased for investment and not with a view to
distribution, and certificates representing such shares may be legended
accordingly.

          (m) WITHHOLDING AND USE OF SHARES TO SATISFY TAX OBLIGATIONS. The
obligation of the Company to deliver shares of Common Stock upon the exercise
of any Option (or cash in lieu thereof) shall be subject to any applicable
federal, state or local tax withholding requirements.

     If the exercise of any Option is subject to the withholding requirements
of applicable federal tax law, the Committee, in its discretion, may permit or
require the Key Employee to satisfy the minimum federal withholding tax, in
whole or in part, by electing to have the Company withhold shares of Common
Stock subject to the exercise (or by returning previously
<PAGE>
acquired shares of Common Stock to the Company). The Company may not withhold
shares in excess of the number necessary to satisfy the minimum federal tax
withholding requirements. Shares of Common Stock shall be valued, for purposes
of this paragraph, at their fair market value under paragraph (b) above, but as
of the date the amount attributable to the exercise of the Option is includable
in income by the Key Employee under Section 83 of the Code (the "Determination
Date"). If shares of Common Stock acquired by the exercise of an ISO are used
to satisfy the withholding requirement described above, such shares of Common
Stock must have been held by the Key Employee for a period of not less than the
holding period described in Section 422(a)(1) of the Code as of the
Determination Date.

     The Committee shall adopt such withholding rules as it deems necessary to
carry out the provisions of this paragraph.

8. OPTION AGREEMENT -- OTHER PROVISIONS.  Options granted under the Plan shall
be evidenced by written documents ("Option Agreements") in such form as the
Committee shall from time to time approve, and containing such provisions not
inconsistent with the provisions of the Plan (and, for ISOs granted pursuant to
the Plan, not inconsistent with Section 422(b) of the Code), as the Committee
shall deem advisable. The Option Agreements shall specify whether the Option is
an ISO or NQSO. Each Key Employee shall enter into, and be bound by, an Option
Agreement as soon as practicable after the grant of an Option.

9. CAPITAL ADJUSTMENTS.  The number and class of shares which may be issued
under the Plan, and the maximum number of shares with respect to which Options
may be granted to any Key Employee under the Plan, both as stated in Section 4
hereof, and the number of shares issuable upon exercise of outstanding Options
under the Plan (as well as the Option price per share under such outstanding
Options) shall be adjusted, as may be deemed appropriate by the Committee, to
reflect any stock dividend, stock split, share combination, or similar change
in the capitalization of the Company. In the event any such change in
capitalization cannot be reflected in a straight mathematical adjustment of the
number of shares issuable upon the exercise of outstanding Options (and a
straight mathematical adjustment of the exercise price thereof), the Committee
shall make such adjustments as are appropriate to reflect most nearly such
straight mathematical adjustment. Such adjustments shall be made only as
necessary to maintain the proportionate interest of Key Employees, and
preserve, without exceeding, the value of Options.

     In the event of a corporate transaction (such as, for example, a merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation), each outstanding Option shall be assumed by the surviving or
successor corporation; provided, however, that, in the event of a proposed
corporate transaction, the Committee may terminate all or a portion of the
outstanding Options, effective upon the closing of the corporate transaction, if
it determines that such termination is in the best interests of the Company. If
the Committee decides to terminate outstanding Options, the Committee shall give
each Key Employee holding an Option to be terminated not fewer than seven days'
notice prior to any such termination, and any Option which is to be so
terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding such
termination. At the closing of such corporate transaction, such Options shall be
terminated (unless previously exercised) and the Company shall pay to each Key
Employee who holds an Option so terminated (except for
<PAGE>
any Option which terminated prior to the date of such closing otherwise than by
reason of such Committee action) an amount equal to the fair market value of
the Common Stock subject to the Option (as determined in good faith by the
Committee) less the applicable exercise price of the Option.

     The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction, provided that, in
the case of ISOs, such change would not constitute a "modification" under
Section 424(h) of the Code, unless the Option holder consents to the change.
Further, as provided in Section 6(d) hereof, the Committee, in its discretion,
may accelerate, in whole or in part, the date on which any or all Options become
exercisable.

10.  AMENDMENT OR DISCONTINUANCE OF THE PLAN.

     (a)  In General.  The Board, pursuant to a written resolution, from time to
time may suspend or discontinue the Plan or amend it, and the Committee may
amend any outstanding Options in any respect whatsoever; except that, without
the approval of the stockholders (given in the manner set forth in paragraph (b)
below) --

          (1)  no amendment may be made which would --

               (i) change the class of employees eligible to participate in the
     Plan with respect to ISOs;

               (ii) except as permitted under Section 9 hereof, increase the
     maximum number of shares of Common Stock with respect to which ISOs may be
     granted under the Plan; or


               (iii) extend the duration of the Plan under Section 17 hereof
     with respect to any ISOs granted hereunder.

          (2)  on and after the Public Offering Date (as defined in Section 2
hereof), no amendment may be made which would require shareholder approval
pursuant to Treas. Reg. &sect; 1.162-27(e)(4)(vi) or any successor thereto.

          (3)  on and after the Public Offering Date (as defined in Section 2
hereof), no amendment may be made which would require shareholder approval under
the rules of the exchange or market on which the Common Stock is listed.

     Notwithstanding the foregoing, no such suspension, discontinuance, or
amendment shall materially impair the rights of any holder of an outstanding
Option without the consent of such holder.

     (b) Manner of Stockholder Approval.  The approval of stockholders must
comply with all applicable provisions of the corporate charter, bylaws, and must
be effected --

          (1)  by a method and in a degree that would be treated as adequate
under applicable state law in the case of an action requiring stockholder
approval (i.e., an action on which stockholders would be entitled to vote if the
action were taken at a duly held stockholders'
<PAGE>
meeting); or

           (2) by a minority of the votes cast (including abstentions, to the
extent abstentions are counted as voting under applicable state law), in a
separate vote at a duly held stockholders' meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting on the Plan.

11. ABSENT OF RIGHTS. Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any individual any right to be
granted an Option, or any other right hereunder, unless and until the Committee
shall have granted such individual an Option, and then his rights shall be only
such as are provided by the Option Agreement.

     Any Option under the Plan shall not entitle the holder thereof to any
rights as a stockholder of the Company prior to the exercise of such Option and
the issuance of the shares pursuant thereto. Further, notwithstanding any
provisions of the Plan or the Option Agreement with a Key Employee, the Company
and any Subsidiary shall have the right, in its discretion but subject to any
employment contract entered into with the Key Employee, to retire the Key
Employee at any time pursuant to its retirement rules or otherwise to terminate
his employment at any time for any reason whatsoever.

12. INDEMNIFICATION OF BOARD AND COMMITTEE. Without limiting any other rights
of indemnification which they may have from the Company and any Subsidiary, the
members of the Board and the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any claim, action, suit, or proceeding to which they or any of
them may be a party by reason of any action taken or failure to act under, or
in connection with, the Plan, or any Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or recklessness on their
part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his own
behalf. The provisions of this Section shall not give members of the Board or
the Committee greater rights than they would have under the Company's by-laws
or Delaware law.

13. COMPANY'S RIGHT OF FIRST REFUSAL AND RIGHT TO REPURCHASE COMMON STOCK;
PROXY OR VOTING AGREEMENT. Any shares of Common Stock issued pursuant to the
exercise of Options that were granted under this Plan shall be subject to this
Section 13 until the Public Offering Date. Common Stock certificates issued on
behalf of a Key Employee may include a legend setting forth restrictions on
transfer and any other legend required by the Committee.

     (a) PROXY OR VOTING AGREEMENT. The Committee may condition the issuance of
shares of Common Stock to a Key Employee or a Key Employee's beneficiary on the
Key Employee or beneficiary's entering into a proxy or voting agreement with
the Company with respect to such shares of Common Stock.


<PAGE>
          (b) COMPANY'S RIGHT OF FIRST REFUSAL. Key Employees and beneficiaries
shall not sell or otherwise transfer, or pledge or otherwise encumber
(collectively, "Transfer"), whether voluntarily or by operation of law, any
shares of Common Stock except in accordance with the terms and conditions of
this paragraph (b). Any Transfer in violation of this paragraph (b) shall be
null and void and of no force and effect.

          A Key Employee (or, if applicable, beneficiary) shall give the
Company not fewer than 15 calendar days prior written notice of any proposed
Transfer of shares of Common Stock to a third party (a "Transferee") (other
than a Transfer in the initial registered underwritten public offering of the
Common Stock), identifying the Transferee and the consideration, if any, to be
paid for the shares. If the Company objects to such proposed Transferee, it
shall so notify the Key Employee (or beneficiary). If the Key Employee (or
beneficiary) still desires to effect the Transfer to such Transferee, the Key
Employee (or beneficiary) shall so notify the Company, and the Company shall
have the right, exercisable by notice to the Key Employee (or beneficiary)
within 15 calendar days following its receipt of notice from the Key Employee
(or beneficiary) of the Key Employee's (or beneficiary's) continued intention
to make the Transfer, to repurchase the shares intended to be Transferred by
the Key Employee (or beneficiary). The purchase price to be paid to the Key
Employee (or beneficiary) upon any such repurchase shall be a cash amount equal
to the cash consideration the Key Employee (or beneficiary) would have received
from the proposed Transferee upon such Transfer, or, if the proposed Transfer
was to be without consideration or for a consideration other than cash, the per
share purchase price to be paid to the Key Employee (or beneficiary) shall be
determined as described in paragraph (c) below.

          Closing with respect to the repurchase of such shares of Common Stock
shall take place at the Company's principal office not more than 30 calendar
days following the later of (i) the date of the Company's notice of its
intention to repurchase the shares intended to be Transferred by the Key
Employee (or beneficiary) or (ii) the date on which the value of the shares has
been determined. The purchase price of such shares shall be paid in cash, by
check or by wire transfer.

          (c) COMPANY'S RIGHT TO REPURCHASE COMMON STOCK. Upon termination of
the Key Employee's employment with the Company and Subsidiaries for any reason,
including death, disability, voluntary resignation, and discharge for Cause (as
defined in Section 7(e) hereof), the Company shall have the right, but not the
obligation, to purchase all, or any whole number of shares less than all, of
the shares of Common Stock then owned by the Key Employee or the Key Employee's
beneficiary (the "Repurchase Right"). The per share purchase price of the
shares pursuant to the Repurchase Right, or pursuant to the last sentence of
the second paragraph of paragraph (b) above, shall be determined by dividing
the Company's fair market value (as determined in good faith by the Board) by
the total number of outstanding shares of Common Stock and Common Stock
equivalents (i.e., the total number of shares subject to outstanding options
and outstanding convertible securities), all determined at the time described
below. The Repurchase Right shall expire 45 calendar days after the Key
Employee's termination of employment with the Company, unless the Company has
given written notice to the Key Employee (or the Key Employee's beneficiary) of
its exercise of the Repurchase Right, prior to the expiration of such 45-day
period.

          For purposes hereof, both the Company's fair market value and the
total number of

<PAGE>
outstanding shares of Common Stock and Common Stock equivalents shall be
determined (i) in the case of an exercise of a Repurchase Right under this
paragraph (c), as of the date the Company gives the Key Employee (or
beneficiary) written notice of its exercise of the Repurchase Right, or (ii) in
the case of an exercise of a Repurchase Right in connection with a proposed
Transfer of Shares under paragraph (b) above, as of the date the Company gives
the Key Employee written notice of its exercise of such Repurchase Right under
paragraph (b). Such notice shall be deemed given as of the earlier of the date
it is personally delivered by the Company to the Key Employee or the date it is
mailed to the Key Employee's last known address by certified U.S. mail, return
receipt requested.

     Closing with respect to any such repurchase of shares of Common Stock by
the Company pursuant to this paragraph (c) shall be held as described in
paragraph (b) above.

14.  APPLICATION OF FUNDS. The proceeds received by the Company from the sale
of Common Stock pursuant to Options granted under the Plan shall be used for
general corporate purposes. Any cash received in payment for shares upon
exercise of an Option to purchase Common Stock shall be added to the general
funds of the Company and shall be used for its corporate purposes. Any Common
Stock received in payment for shares upon exercise of an Option to purchase
Common Stock shall become treasury stock.

15.  NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose
no obligation upon a Key Employee to exercise such Option.

16.  SHAREHOLDER APPROVAL. This Plan shall become effective on September 16,
1997 (the date the Plan was adopted by the Board); provided, however, that if
the Plan is not approved by the stockholders, in the manner described in
Section 10(b) hereof, within 12 months before or after the date the Plan was
adopted by the Board, the Plan and all Options granted hereunder shall be null
and void and no additional Options shall be granted hereunder.

17.  TERMINATION OF PLAN. Unless earlier terminated as provided in the Plan,
the Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on September 15, 2007, which date is within 10 years after the
date the Plan was adopted by the Board, or the date the Plan was approved by
the stockholders of the Company, whichever is earlier, and no Options hereunder
shall be granted thereafter. Nothing contained in this Section, however, shall
terminate or affect the continued existence of rights created under Options
issued hereunder, and outstanding on the date set forth in the preceding
sentence, which by their terms extend beyond such date.

18.  GOVERNING LAW. The Plan shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of
Delaware shall govern the operation of, and the rights of Key Employees under,
the Plan, and Options granted thereunder.

</TEXT>
</DOCUMENT>
