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                               ACT NETWORKS, INC.
                            1997 STOCK INCENTIVE PLAN


                                   ARTICLE ONE

                               GENERAL PROVISIONS


       I.      PURPOSE OF THE PLAN

               This 1997 Stock Incentive Plan is intended to promote the
interests of ACT Networks, Inc., a Delaware corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

               This Plan shall supplement the authorized share reserve under the
Corporation's 1995 Stock Option/Stock Issuance Plan (the "1995 Plan"), and share
issuances under this 1997 Plan shall not reduce or otherwise affect the number
of shares of the Corporation's common stock available for issuance under the
1995 Plan. In addition, share issuances under the 1995 Stock Plan shall not
reduce or otherwise affect the number of shares of the Corporation's common
stock available for issuance under this Plan.

               Capitalized terms shall have the meanings assigned to such terms
in the attached Appendix.

      II.      STRUCTURE OF THE PLAN

               A.     The Plan shall be divided into three separate equity
                      programs:

                           (i) the Discretionary Option Grant Program under
        which eligible persons may, at the discretion of the Plan Administrator,
        be granted options to purchase shares of Common Stock,

                          (ii) the Stock Issuance Program under which eligible
        persons may, at the discretion of the Plan Administrator, be issued
        shares of Common Stock directly, either through the immediate purchase
        of such shares or as a bonus for services rendered the Corporation (or
        any Parent or Subsidiary), and

                         (iii) the Automatic Option Grant Program under which
        Eligible Directors shall automatically receive option grants at periodic
        intervals to purchase shares of Common Stock.




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               B. The provisions of Articles One and Five shall apply to all
equity programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

     III.      ADMINISTRATION OF THE PLAN

               A. The Primary Committee shall have sole and exclusive authority
to administer the Discretionary Option Grant and Stock Issuance Programs with
respect to all Section 16 Insiders. Administration of the Discretionary Option
Grant and Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in the
Primary Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.

               B. Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

               C. Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any option or stock issuance thereunder.

               D. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

               E. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to option
grants made thereunder.


                                       2.



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     IV.       ELIGIBILITY

               A. The persons eligible to participate in the Discretionary
Option Grant and Stock Issuance Programs are as follows:

                           (i) Employees,

                          (ii) non-employee members of the Board or the board of
        directors of any Parent or Subsidiary, and

                         (iii) consultants and other independent advisors who
        provide services to the Corporation (or any Parent or Subsidiary).

               B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to the
provisions of the Plan) to determine, (i) with respect to the option grants
under the Discretionary Option Grant Program, which eligible persons are to
receive option grants, the time or times when such option grants are to be made,
the number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times when each option is to become exercisable, the vesting schedule (if any)
applicable to the option shares and the maximum term for which the option is to
remain outstanding and (ii) with respect to stock issuances under the Stock
Issuance Program, which eligible persons are to receive stock issuances, the
time or times when such issuances are to be made, the number of shares to be
issued to each Participant, the vesting schedule (if any) applicable to the
issued shares and the consideration to be paid for such shares.

               C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Discretionary Option Grant
Program or to effect stock issuances in accordance with the Stock Issuance
Program.

               D. The individuals eligible to participate in the Automatic
Option Grant Program shall be limited to (i) those individuals who are first
elected or appointed as non-employee Board members after the Effective Date,
whether through appointment by the Board or election by the Corporation's
stockholders, and (ii) those individuals who continue to serve as non-employee
Board members after one or more Annual Stockholders Meetings, beginning with the
1997 Annual Meeting. A non-employee Board member who has previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to
receive an option grant under the Automatic Option Grant Program at the time he
or she first becomes a non-employee Board member, but shall be eligible to
receive periodic option grants under the

                                       3.



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Automatic Option Grant Program while he or she continues to serve as a
non-employee Board member. In no event, however, shall any non-employee Board
member who is, directly or indirectly, a 5% Stockholder or who is otherwise
affiliated with, or a representative of, a 5% Stockholder be eligible to receive
any option grants under the Automatic Option Grant Program.

       V.      STOCK SUBJECT TO THE PLAN

               A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock reserved for issuance over the term of the Plan shall not exceed 460,000
shares. Such share reserve shall be in addition to the shares of Common Stock
reserved for issuance under the 1995 Plan, and share issuances under the 1995
Plan shall have no effect upon the number of shares of Common Stock which remain
available issuance under this Plan.

               B. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 100,000 shares of Common Stock in the aggregate per calendar year,
beginning with the 1997 calendar year.

               C. Shares of Common Stock subject to outstanding options under
this Plan shall be available for subsequent issuance under the Plan to the
extent those options expire or terminate for any reason prior to exercise in
full. Unvested shares issued under the Plan and subsequently cancelled or
repurchased by the Corporation, at the original issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan, shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan. However,
should the exercise price of an option under the Plan be paid with shares of
Common Stock or should shares of Common Stock otherwise issuable under the Plan
be withheld by the Corporation in satisfaction of the withholding taxes incurred
in connection with the exercise of an option or the vesting of a stock issuance
under the Plan, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the
option is exercised or which vest under the stock issuance, and not by the net
number of shares of Common Stock issued to the holder of such option or stock
issuance.

               D. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which any one
person may be granted stock options, separately exercisable stock appreciation
rights and direct stock issuances under this Plan per calendar year, (iii) the
number and/or class of securities for

                                       4.



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which automatic option grants are to be subsequently made per Eligible Director
under the Automatic Option Grant Program and (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option (including any option incorporated from the Predecessor Plans) in order
to prevent the dilution or enlargement of benefits thereunder. The adjustments
determined by the Plan Administrator shall be final, binding and conclusive.


                                       5.



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                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM


       I.      OPTION TERMS

               Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

               A.     Exercise Price.

                      1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

                      2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Five and the documents evidencing the option, be payable in one or more
of the forms specified below:

                          (i) cash or check made payable to the Corporation,

                          (ii) shares of Common Stock held for the requisite
        period necessary to avoid a charge to the Corporation's earnings for
        financial reporting purposes and valued at Fair Market Value on the
        Exercise Date, or

                         (iii) to the extent the option is exercised for vested
        shares, through a special sale and remittance procedure pursuant to
        which the Optionee shall concurrently provide irrevocable instructions
        to (a) a Corporation-designated brokerage firm to effect the immediate
        sale of the purchased shares and remit to the Corporation, out of the
        sale proceeds available on the settlement date, sufficient funds to
        cover the aggregate exercise price payable for the purchased shares plus
        all applicable Federal, state and local income and employment taxes
        required to be withheld by the Corporation by reason of such exercise
        and (b) the Corporation to deliver the certificates for the purchased
        shares directly to such brokerage firm in order to complete the sale
        transaction.

               Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.


                                       6.



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               B. Exercise and Term of Options. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option. However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

               C.     Effect of Termination of Service.

                      1. The following provisions shall govern the exercise of
any options held by the Optionee at the time of cessation of Service or death:

                           (i) Any option outstanding at the time of the
        Optionee's cessation of Service for any reason shall remain exercisable
        for such period of time thereafter as shall be determined by the Plan
        Administrator and set forth in the documents evidencing the option, but
        no such option shall be exercisable after the expiration of the option
        term.

                          (ii) Any option exercisable in whole or in part by the
        Optionee at the time of death may be subsequently exercised by the
        personal representative of the Optionee's estate or by the person or
        persons to whom the option is transferred pursuant to the Optionee's
        will or in accordance with the laws of descent and distribution.

                         (iii) During the applicable post-Service exercise
        period, the option may not be exercised in the aggregate for more than
        the number of vested shares for which the option is exercisable on the
        date of the Optionee's cessation of Service. Upon the expiration of the
        applicable exercise period or (if earlier) upon the expiration of the
        option term, the option shall terminate and cease to be outstanding for
        any vested shares for which the option has not been exercised. However,
        the option shall, immediately upon the Optionee's cessation of Service,
        terminate and cease to be outstanding with respect to any shares in
        which the Optionee is not vested on the date of such cessation of
        Service.

                          (iv) Should the Optionee's Service be terminated for
        Misconduct, then all outstanding options held by the Optionee shall
        terminate immediately and cease to be outstanding.

                      2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                           (i) extend the period of time for which the option is
        to remain exercisable following the Optionee's cessation of Service from
        the period otherwise in effect for that option to such greater period of
        time as the Plan

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        Administrator shall deem appropriate, but in no event beyond the 
        expiration of the option term, and/or

                          (ii) permit the option to be exercised, during the
        applicable post-Service exercise period, not only with respect to the
        number of vested shares of Common Stock for which such option is
        exercisable at the time of the Optionee's cessation of Service but also
        with respect to one or more additional installments in which the
        Optionee would have vested under the option had the Optionee continued
        in Service.

               D. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

               E. Repurchase Rights. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

               F. Limited Transferability of Options. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same transfer restrictions, except that a Non-Statutory Option
may, in connection with the Optionee's estate plan, be assigned in whole or in
part during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for one or more such
family members. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

      II.      INCENTIVE OPTIONS

               The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options when
issued under the Plan shall not be subject to the terms of this Section II.

               A. Eligibility. Incentive Options may only be granted to 
Employees.

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               B. Exercise Price. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

               C. Dollar Limitation. The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of grant)
for which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for the
first time become exercisable as Incentive Options during any one (1) calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

               D. 10% Stockholder. If any Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

     III.      CORPORATE TRANSACTION/CHANGE IN CONTROL

               A. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall NOT so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof) or (ii) such
option is to be replaced with a cash incentive program of the successor
corporation which preserves the spread existing on the unvested option shares at
the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same vesting schedule applicable to those option shares or
(iii) the acceleration of such option is subject to other limitations imposed by
the Plan Administrator at the time of the option grant. The determination of
option comparability under clause (i) above shall be made by the Plan
Administrator, and its determination shall be final, binding and conclusive.

               B. All outstanding repurchase rights shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate

                                       9.



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Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

               C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

               D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan on both an aggregate and per
Optionee basis following the consummation of such Corporate Transaction and (ii)
the exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same.

               E. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.

               F. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the Involuntary Termination of the Optionee's
Service within a specified period (not to exceed eighteen (18) months) following
the effective date of a Change in Control. Any options so accelerated shall
remain fully exercisable until the expiration or sooner termination of the
option term.

               G. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

                                       10.



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               H. The grant of options under the Discretionary Option Grant
Program shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

      IV.      CANCELLATION AND REGRANT OF OPTIONS

               The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plans) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new option grant date.

       V.      STOCK APPRECIATION RIGHTS

               A. The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

               B. The following terms shall govern the grant and exercise of
tandem stock appreciation rights:

                           (i) One or more Optionees may be granted the right,
        exercisable upon such terms as the Plan Administrator may establish, to
        elect between the exercise of the underlying option for shares of Common
        Stock and the surrender of that option in exchange for a distribution
        from the Corporation in an amount equal to the excess of (a) the Fair
        Market Value (on the option surrender date) of the number of shares in
        which the Optionee is at the time vested under the surrendered option
        (or surrendered portion thereof) over (b) the aggregate exercise price
        payable for such shares.

                          (ii) No such option surrender shall be effective
        unless it is approved by the Plan Administrator, either at the time of
        the option surrender or at any earlier time. If the surrender is so
        approved, then the distribution to which the Optionee shall be entitled
        may be made in shares of Common Stock valued at Fair Market Value on the
        option surrender date, in cash, or partly in shares and partly in cash,
        as the Plan Administrator shall in its sole discretion deem appropriate.

                         (iii) If the surrender of an option is rejected by the
        Plan Administrator, then the Optionee shall retain whatever rights the
        Optionee had under the surrendered option (or surrendered portion
        thereof) on the option

                                       11.



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        surrender date and may exercise such rights at any time prior to the
        later of (a) five (5) business days after the receipt of the rejection
        notice or (b) the last day on which the option is otherwise exercisable
        in accordance with the terms of the documents evidencing such option,
        but in no event may such rights be exercised more than ten (10) years
        after the option grant date.

               C. The following terms shall govern the grant and exercise of
limited stock appreciation rights:

                           (i) One or more Section 16 Insiders may be granted
        limited stock appreciation rights with respect to their outstanding
        options.

                          (ii) Upon the occurrence of a Hostile Take-Over, each
        such individual holding one or more options with such a limited stock
        appreciation right shall have the unconditional right (exercisable for a
        thirty (30)-day period following such Hostile Take-Over) to surrender
        each such option to the Corporation, to the extent the option is at the
        time exercisable for vested shares of Common Stock. In return for the
        surrendered option, the Optionee shall receive a cash distribution from
        the Corporation in an amount equal to the excess of (A) the Take-Over
        Price of the shares of Common Stock which are at the time vested under
        each surrendered option (or surrendered portion thereof) over (B) the
        aggregate exercise price payable for such shares. Such cash distribution
        shall be paid within five (5) days following the option surrender date.

                         (iii) The grant of such limited stock appreciation
        right shall automatically constitute the pre-approval by the Plan
        Administrator of the any subsequent exercise of that right in accordance
        with the terms of this Paragraph C. Accordingly, no further approval of
        the Plan Administrator or the Board shall be required at the time of the
        actual surrender of such option and the cash distribution to which the
        optionee shall thereupon become entitled.

                          (iv) The balance of the option (if any) shall continue
        in full force and effect in accordance with the documents evidencing
        such option.


                                       12.



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                                  ARTICLE THREE

                             STOCK ISSUANCE PROGRAM


       I.      STOCK ISSUANCE TERMS

               Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

               A.     Purchase Price.

                      1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than eighty five percent (85%) of the Fair
Market Value per share of Common Stock on the issuance date.

                      2. Subject to the provisions of Section I of Article Five,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

                           (i) cash or check made payable to the Corporation, or

                          (ii) past services rendered to the Corporation (or any
        Parent or Subsidiary).

               B.     Vesting Provisions.

                      1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

                           (i) the Service period to be completed by the 
        Participant or the performance objectives to be attained,


                          (ii) the number of installments in which the shares 
        are to vest,


                                       13.



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                         (iii) the interval or intervals (if any) which are to 
        lapse between installments, and

                          (iv) the effect which death, Permanent Disability or
        other event designated by the Plan Administrator is to have upon the
        vesting schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

                      2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

                      3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

                      4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to such surrendered shares.

                      5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non-completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.

                                       14.



<PAGE>   15




      II.      CORPORATE TRANSACTION/CHANGE IN CONTROL

               A. All of the outstanding repurchase rights under the Stock
Issuance Program shall terminate automatically, and all the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the
event of any Corporate Transaction, except to the extent (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed in the Stock Issuance Agreement.

               B. Any repurchase rights that are assigned in the Corporate
Transaction shall automatically terminate, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Participant's Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date
of such Corporate Transaction.

               C. The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase right remains outstanding, to provide for the automatic
termination of one or more outstanding repurchase rights and the immediate
vesting of the shares of Common Stock subject to those rights upon the
Involuntary Termination of the Participant's Service within a specified period
(not to exceed eighteen (18) months) following the effective date of any Change
in Control.

     III.      SHARE ESCROW/LEGENDS

               Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

                                       15.


<PAGE>   16



                                  ARTICLE FOUR

                         AUTOMATIC OPTION GRANT PROGRAM


       I.      OPTION TERMS

               A. SUCCESSOR PROGRAM. The Automatic Option Grant Program under
this Plan shall, upon stockholder approval of the Plan at the 1997 Annual
Stockholders Meeting, replace the automatic option grant program for
non-employee Board members currently in effect under the 1995 Plan, and no
further option grants shall be made pursuant to that program. All outstanding
options under the automatic option grant program in effect under the 1995 Plan
shall continue to be governed by the terms of the agreements evidencing those
grants, and nothing in this Plan shall affect those options. Stockholder
approval of this Plan at the 1997 Annual Meeting shall also constitute approval
of all option grants made to Eligible Directors pursuant to the provisions of
this Automatic Option Grant Program.

               B. GRANT DATES. Option grants shall be made under the Plan on the
dates specified below:

                      1. Each Eligible Director who is first elected or
appointed as a non- employee Board member after the Effective Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase 21,000 shares of Common Stock.

                      2. On the date of each Annual Stockholders Meeting,
beginning with the 1997 Annual Meeting, each individual who is to continue to
serve as an Eligible Director after such meeting, shall automatically be
granted, whether or not such individual is standing for re-election as a Board
member at that Annual Meeting, a Non-Statutory Option to purchase an additional
7,000 shares of Common Stock, provided such individual has served as a
non-employee Board member for at least six (6) months prior to the date of such
Annual Meeting. There shall be no limit on the number of such 7,000-share option
grants any one Eligible Director may receive over his or her period of Board
service.

               C.     EXERCISE PRICE.

                      1. The exercise price per share shall be equal to one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.


                                       16.



<PAGE>   17



                      2. The exercise price shall be payable in one or more of
the alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

               D. OPTION TERM. Each option shall have a term of ten (10) years
measured from the option grant date.

               E. EXERCISE AND VESTING OF OPTIONS. Each option shall be
immediately exercisable for any or all of the option shares. However, any shares
purchased under the option shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's cessation of Board
service prior to vesting in those shares. The shares subject to each initial
grant shall vest, and the Corporation's repurchase right with respect to those
shares shall lapse, in a series of thirty-six (36) successive equal monthly
installments over the Optionee's period of continued service as a Board member,
with the first such installment to vest upon the Optionee's completion of one
(1) month of Board service measured from the option grant date. The shares
subject to each annual grant shall vest, and the Corporation's repurchase right
with respect to those shares shall lapse, on the day immediately preceding the
date of the next Annual Stockholders Meeting following the grant date, provided
the Optionee continues in Board service through such day.

               F. EFFECT OF TERMINATION OF BOARD SERVICE. The following
provisions shall govern the exercise of any options held by the Optionee at the
time the Optionee ceases to serve as a Board member:

                           (i) The Optionee (or, in the event of Optionee's
        death, the personal representative of the Optionee's estate or the
        person or persons to whom the option is transferred pursuant to the
        Optionee's will or in accordance with the laws of descent and
        distribution) shall have a twelve (12)-month period following the date
        of such cessation of Board service in which to exercise each such
        option.

                          (ii) During the twelve (12)-month exercise period, the
        option may not be exercised in the aggregate for more than the number of
        vested shares of Common Stock for which the option is exercisable at the
        time of the Optionee's cessation of Board service.

                         (iii) Should the Optionee cease to serve as a Board
        member by reason of death or Permanent Disability, then all shares at
        the time subject to the option shall immediately vest so that such
        option may, during the twelve (12)-month exercise period following such
        cessation of Board service, be

                                       17.



<PAGE>   18



        exercised for all or any portion of such shares as fully-vested shares 
        of Common Stock.

                          (iv) In no event shall the option remain exercisable
        after the expiration of the option term. Upon the expiration of the
        twelve (12)-month exercise period or (if earlier) upon the expiration of
        the option term, the option shall terminate and cease to be outstanding
        for any vested shares for which the option has not been exercised.
        However, the option shall, immediately upon the Optionee's cessation of
        Board service, terminate and cease to be outstanding with respect to any
        shares in which the Optionee is not vested on the date of such cessation
        of Board service.

     II.       CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-
               OVER

               A. In the event of any Corporate Transaction, the shares of
Common Stock at the time subject to each outstanding option under the Automatic
Option Grant Program but not otherwise vested shall automatically vest in full
so that each such option shall, immediately prior to the effective date of the
Corporate Transaction, become exercisable for all of the shares of Common Stock
at the time subject to such option and may be exercised for all or any portion
of such shares as fully-vested shares of Common Stock. Immediately following the
consummation of the Corporate Transaction, each automatic option grant shall
terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

               B. In the event of any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become exercisable for all
of the shares of Common Stock at the time subject to such option and may be
exercised for all or any portion of such shares as fully-vested shares of Common
Stock. Each such option shall remain exercisable for such fully-vested option
shares until the expiration or sooner termination of the option term or the
surrender of the option in connection with a Hostile Take-Over.

               C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
option grant held by him or her under this Automatic Option Grant Program. The
Optionee shall in return be entitled to a cash distribution from the Corporation
in an amount equal to the excess of (i) the Take-Over Price of the shares of
Common Stock at the time subject to the surrendered option (whether or not the
Optionee is otherwise at the time vested in those shares) over (ii) the
aggregate exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the surrender of the option to the
Corporation. Such surrender right shall form a part of each option grant made
under this Automatic Option Grant Program, and stockholder approval of this

                                       18.



<PAGE>   19



Plan shall constitute pre-approval of the subsequent exercise of that right in
accordance with the provisions of this Paragraph C. Accordingly, no approval of
the Board or the Plan Administrator shall be required at the time of the actual
option surrender and the cash distribution to which the optionee shall thereupon
become entitled.

               D. The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

    III.       REMAINING TERMS

               The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.


                                       19.



<PAGE>   20



                                  ARTICLE FIVE

                                  MISCELLANEOUS


      I.       FINANCING

               A. The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or
the purchase price for shares issued under the Stock Issuance Program by
delivering a promissory note payable in one or more installments. The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

               B. The Plan Administrator may, in its discretion, determine that
one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

     II.       TAX WITHHOLDING

               A. The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or stock appreciation rights or upon the issuance
or vesting of such shares under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements.

               B. The Plan Administrator may, in its discretion, provide any or
all holders of Non-Statutory Options or unvested shares of Common Stock under
the Plan (other than the options granted or the shares issued under the
Automatic Option Grant Program) with the right to use shares of Common Stock in
satisfaction of all or part of the Taxes incurred by such holders in connection
with the exercise of their options or the vesting of their shares. Such right
may be provided to any such holder in either or both of the following formats:

                           (i) Stock Withholding: The election to have the
        Corporation withhold, from the shares of Common Stock otherwise issuable
        upon the exercise of such Non-Statutory Option or the vesting of such
        shares, a portion of those shares with an aggregate Fair Market Value
        equal to the percentage of the Taxes (not to exceed one hundred percent
        (100%)) designated by the holder.


                                       20.



<PAGE>   21



                          (ii) Stock Delivery: The election to deliver to the
        Corporation, at the time the Non-Statutory Option is exercised or the
        shares vest, one or more shares of Common Stock previously acquired by
        such holder (other than in connection with the option exercise or share
        vesting triggering the Taxes) with an aggregate Fair Market Value equal
        to the percentage of the Taxes (not to exceed one hundred percent
        (100%)) designated by the holder.

    III.       EFFECTIVE DATE AND TERM OF THE PLAN

               A. The Plan became effective on the Effective Date. However, no
options granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders. If
such stockholder approval is not obtained within twelve (12) months after the
Effective Date, then all options previously granted under this Plan shall
terminate and cease to be outstanding, and no further options shall be granted
and no shares shall be issued under the Plan.

               B. The Plan shall terminate upon the earliest of (i) September
22, 2007, (ii) the date on which all shares available for issuance under the
Plan shall have been issued as vested shares pursuant to the exercise of options
or the issuance of shares under the Plan or (iii) the termination of all
outstanding options in connection with a Corporate Transaction. Should this Plan
terminate on September 22, 2007, then all options and unvested stock issuances
outstanding on such date shall thereafter continue to have force and effect in
accordance with the provisions of the documents evidencing such options or
issuances.

     IV.       AMENDMENT OF THE PLAN

               A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to stock options, stock appreciation rights or unvested stock issuances
at the time outstanding under the Plan unless the Optionee or the Participant
consents to such amendment or modification. In addition, certain amendments may
require stockholder approval pursuant to applicable law or regulations.

               B. Options to purchase shares of Common Stock may be granted
under the Discretionary Option Grant Program and shares of Common Stock may be
issued under the Stock Issuance Program that are in each instance in excess of
the number of shares then available for issuance under the Plan, provided any
excess shares actually issued under those programs are held in escrow until
there is obtained stockholder approval of an amendment sufficiently increasing
the number of shares of Common Stock available for issuance under the Plan. If
such stockholder approval is not obtained within twelve (12) months after the
date the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the

                                       21.


<PAGE>   22



Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding.

      V.       USE OF PROCEEDS

               Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

     VI.       REGULATORY APPROVALS

               A. The implementation of the Plan, the granting of any option or
stock appreciation right under the Plan and the issuance of any shares of Common
Stock (i) upon the exercise of any option or stock appreciation right or (ii)
under the Stock Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options and stock appreciation rights
granted under it and the shares of Common Stock issued pursuant to it.

               B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

    VII.       NO EMPLOYMENT/SERVICE RIGHTS

               Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.



                                       22.



<PAGE>   23



                                    APPENDIX

               The following definitions shall be in effect under the Plan:

        A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under the Plan.

        B. BOARD shall mean the Corporation's Board of Directors.

        C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

                    (i) the acquisition, directly or indirectly, by any person
        or related group of persons (other than the Corporation or a person that
        directly or indirectly controls, is controlled by, or is under common
        control with, the Corporation), of beneficial ownership (within the
        meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
        than fifty percent (50%) of the total combined voting power of the
        Corporation's outstanding securities pursuant to a tender or exchange
        offer made directly to the Corporation's stockholders, or

                   (ii) a change in the composition of the Board over a period
        of thirty-six (36) consecutive months or less such that a majority of
        the Board members ceases, by reason of one or more contested elections
        for Board membership, to be comprised of individuals who either (A) have
        been Board members continuously since the beginning of such period or
        (B) have been elected or nominated for election as Board members during
        such period by at least a majority of the Board members described in
        clause (A) who were still in office at the time the Board approved such
        election or nomination.

        D. CODE shall mean the Internal Revenue Code of 1986, as amended.

        E. COMMON STOCK shall mean the Corporation's common stock.

        F. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

                    (i) a merger or consolidation in which securities possessing
        more than fifty percent (50%) of the total combined voting power of the
        Corporation's outstanding securities are transferred to a person or
        persons different from the persons holding those securities immediately
        prior to such transaction; or


                                      A-1.



<PAGE>   24




                   (ii) the sale, transfer or other disposition of all or
        substantially all of the Corporation's assets in complete liquidation or
        dissolution of the Corporation.

        G. CORPORATION shall mean ACT Networks, Inc., a Delaware corporation.

        H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

        I. EFFECTIVE DATE shall mean the date of the 1997 Annual Stockholders
Meeting, provided the Plan is approved by the stockholders at such Annual
Meeting.

        J. ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

        K. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

        L. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

        M. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                    (i) If the Common Stock is at the time traded on the Nasdaq
        National Market, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question, as such price
        is reported by the National Association of Securities Dealers on the
        Nasdaq National Market. If there is no closing selling price for the
        Common Stock on the date in question, then the Fair Market Value shall
        be the closing selling price on the last preceding date for which such
        quotation exists.

                   (ii) If the Common Stock is at the time listed on any Stock
        Exchange, then the Fair Market Value shall be the closing selling price
        per share of Common Stock on the date in question on the Stock Exchange
        determined by the Plan Administrator to be the primary market for the
        Common Stock, as such price is officially quoted in the composite tape
        of transactions on such exchange. If there is no closing selling price
        for the Common Stock on the date in question, then the Fair Market Value
        shall be the closing selling price on the last preceding date for which
        such quotation exists.

                                      A-2.



<PAGE>   25




        N. 5% STOCKHOLDER shall mean the owner of securities (as determined
under Code Section 424(d)) possessing more than five percent (5%) of the total
combined voting power of the outstanding securities of the Corporation (or any
Parent or Subsidiary).

        O. HOSTILE TAKE-OVER shall mean the acquisition, directly or indirectly,
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept.

        P. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

        Q. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

                    (i) such individual's involuntary dismissal or discharge by 
        the Corporation for reasons other than Misconduct, or

                   (ii) such individual's voluntary resignation following (A) a
        change in his or her position with the Corporation which materially
        reduces his or her duties and responsibilities, (B) a reduction in his
        or her level of compensation (including base salary, fringe benefits and
        target bonuses under any corporate-performance based bonus or incentive
        programs) by more than fifteen percent (15%) or (C) a relocation of such
        individual's place of employment by more than fifty (50) miles, provided
        and only if such change, reduction or relocation is effected by the
        Corporation without the individual's consent.

        R. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

        S. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.


                                      A-3.



<PAGE>   26



        T. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

        U. OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program.

        V. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

        W. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

        X. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more. However, solely for the purposes of the Automatic Option Grant Program,
Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.

        Y. PLAN shall mean the Corporation's 1997 Stock Incentive Plan, as set
forth in this document.

        Z. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

        AA. PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

        AB. SECONDARY COMMITTEE shall mean a committee of one (1) or more Board
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.


                                      A-4.



<PAGE>   27


        AC. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

        AD. SERVICE shall mean the performance of services for the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

        AE. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

        AF. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

        AG. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

        AH. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain. For purposes of the grant of Non-Statutory Options
and stock appreciation rights under the Discretionary Option Grant Program and
direct stock issuances under the Stock Issuance Program, the term Subsidiary
shall also include any corporation, partnership, joint venture or other business
entity in which the Corporation owns, directly or indirectly, stock or a capital
or profit interest.

        AI. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over. However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

        AJ. TAXES shall mean the Federal, state and local income and employment
tax liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of those options or the
vesting of those shares.

        AK. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).


                                      A-5.




