EXHIBIT (d)(2)


                          SYCAMORE NETWORKS, INC.
                   1999 STOCK INCENTIVE PLAN, AS AMENDED



         1. Purpose. This 1999 Stock Incentive Plan, as amended from time
to time pursuant to Section 22 hereof (the "Plan"), is intended to provide
incentives: (a) to the officers and other employees of Sycamore Networks,
Inc. (the "Company"), and of any present or future parent or subsidiary of
the Company (collectively, "Related Corporations"), by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" under Section 422(b)
of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or
"ISOs"); (b) to directors, officers, employees and consultants of the
Company and Related Corporations by providing them with opportunities to
purchase stock in the Company pursuant to options granted hereunder which
do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options");
(c) to directors, officers, employees and consultants of the Company and
Related Corporations by providing them with awards of stock in the Company
("Awards"); and (d) to directors, officers, employees and consultants of
the Company and Related Corporations by providing them with opportunities
to make direct purchases of stock in the Company ("Purchases"). Both ISOs
and Non-Qualified Options are referred to hereafter individually as an
"Option" and collectively as "Options." Options, Awards and authorizations
to make Purchases are referred to hereafter collectively as "Stock Rights."
As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.

            This Plan will become effective on the day before the date of
the Company's initial public offering (the "Effective Date"), provided that
amendments to this Plan will become effective in accordance with Section
22.

         2. Administration of the Plan.

            A. Board or Committee Administration. The Plan will be
administered by a committee or committees appointed by the Board of
Directors of the Company (the "Board") and consisting of two or more
members of the Board. The Board may delegate responsibility for
administration of the Plan with respect to designated Stock Right
recipients to different committees, subject to such limitations as the
Board deems appropriate. Members of a committee will serve for such term as
the Board may determine, and may be removed by the Board at any time. The
term "Committee," when used in this Plan, refers to the committee that has
been delegated authority with respect to a matter. In determining the
composition of any committee or subcommittee, the Board or committee, as
the case may be, shall consider the desirability of compliance with the
compositional requirements of (i) Rule 16(b)-3 of the Securities and
Exchange Commission with respect to Stock Rights grantees who are subject
to the trading restrictions of Section 16(b) of the Securities and Exchange
Act of 1934 (the "1934 Act") with respect to securities of the Company and
(ii) Section 162(m) of the Code, but shall not be bound by such compliance.

            B. Committee Actions. Any Committee has full authority to
administer the Plan within the scope of its delegated responsibilities,
including authority to interpret and construe any relevant provision of the
Plan, to adopt rules and regulations that it deems necessary, to determine
which individuals are eligible to participate and/or receive Stock Rights
under the Plan, to determine the amount and/or number of shares subject to
such Stock Right, and to determine the terms of such Stock Right made under
the Plan (which terms need not be identical). Decisions of a Committee made
within the discretion delegated to it by the Board are final and binding on
all persons.

            C. Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of
the Company the power to grant Stock Rights and exercise such other powers
under the Plan as the Board may determine, provided that the Board shall
fix the maximum number of shares subject to Stock Rights and the maximum
number of shares for any one participant to be made by such executive
officers.

         3. Eligible Employees and Others. ISOs may be granted to any
employee of the Company or any Related Corporation. Those officers and
directors of the Company who are not employees may not be granted ISOs
under the Plan. Non-Qualified Options, Awards and authorizations to make
Purchases may be granted to any employee, officer or director (whether or
not also an employee) or consultant of the Company or any Related
Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant an ISO, a
Non-Qualified Option, an Award or an authorization to make a Purchase. The
granting of any Stock Right to any individual will neither entitle that
individual to, nor disqualify him from, participation in any other grant of
Stock Rights. Neither the Company nor any Related Corporation shall have
any liability to an individual granted an Option hereunder (an "Optionee"),
or to any other party, if an Option (or any part thereof) which is intended
to be an ISO is not an ISO.

         4. Stock. The stock subject to Stock Rights will be authorized but
unissued shares of Common Stock of the Company, par value $.001 per share
(the "Common Stock"), or shares of Common Stock reacquired by the Company
in any manner. Subject to adjustment as provided in Paragraph 21 and
further increase as provided below, the aggregate number of shares which
may be issued pursuant to the Plan is equal to (a) the number of shares of
Common Stock remaining for issuance on the Effective Date under the
Company's 1998 Incentive Stock Plan (the "Predecessor Plan"), plus (b)
25,000,000 shares of Common Stock, plus (c) an annual increase on the first
day of each fiscal year of the Company equal to the lesser of (i)
18,000,000 shares; (ii) 5% of the Company's outstanding shares on that
date; or (iii) a lesser amount determined by the Board. If any Stock Right
granted under the Plan (including outstanding Stock Rights granted under
the Predecessor Plan) expires or terminates for any reason without having
been exercised in full or ceases for any reason to be exercisable in whole
or in part, the unpurchased shares subject to such Stock Right will again
be available for grants of Stock Rights under the Plan. No employee of the
Company or any Related Corporation may be granted in any calendar year
Stock Rights with respect to more than 1,500,000 shares of Common Stock, in
the aggregate. The number of shares which may be issued hereunder shall be
set forth under "Plan History."

         5. Granting of Stock Rights. Stock Rights may be granted under the
Plan at any time after the Effective Date and before the tenth anniversary
of the Effective Date, except that ISOs must be granted within ten (10)
years from the date the Plan is adopted by the Board or the date the Plan
is approved by the Company's stockholders, whichever is earlier. The date
of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right. The Committee may, with
the consent of the Optionee, convert an ISO granted under the Plan to a
Non-Qualified Option pursuant to paragraph 21; provided, however, that the
Optionee's consent to such action shall not be required if the Committee
determines that the action, taking into account any related action, will
not materially and adversely affect the Optionee. Unless otherwise
specified by the Committee in connection with a particular grant, Options
granted under the Plan are intended to qualify as performance-based under
Section 162(m) of the Code and the regulations thereunder.

         6. Terms of Stock Rights. Stock Rights will be evidenced by
instruments (which need not be identical) in such forms as the Committee
may from time to time approve. Such instruments must conform to or
incorporate by reference the terms set forth in paragraphs 7 through 22
hereof and may contain such other provisions as the Committee deems
advisable which are not inconsistent with the Plan. In granting any
Non-Qualified Option, the Committee may specify that such Non-Qualified
Option is subject to the restrictions set forth herein with respect to
ISOs, or to such other termination and cancellation provisions as the
Committee may determine.

         7. Option Price. The exercise price per share will be fixed by the
Committee, provided, however, that in no event will the exercise price per
share in the case of an ISO or an Option intended to qualify as
performance-based compensation under Section 162(m) of the Code be less
than one hundred percent (100%) of the fair market value per share of
Common Stock on the Option grant date. In the case of an ISO to be granted
to an employee owning stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
Related Corporation, the price per share specified in the agreement
relating to such ISO shall not be less than one hundred ten percent (110%)
of the fair market value per share of Common Stock on the date of grant.

         8. Dollar Limitation on ISOs. For so long as the Code provides, to
the extent that the aggregate fair market value (determined as of the
respective date or dates of grant) of the shares with respect to which
Options that would otherwise be ISOs are exercisable for the first time by
any individual during any calendar year under the Plan (or any other plan
of the Company or any Related Corporation) exceeds the sum of One Hundred
Thousand Dollars ($100,000) (or a greater amount permitted under the Code),
whether by reason of acceleration or otherwise, those Options will not be
treated as ISOs. In making this determination, Options will be taken into
account in the order in which they were granted.

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

         10. Option Duration. Subject to earlier termination as provided in
paragraph 19, each Option will expire on the date specified by the
Committee, but not more than (i) ten years from the date of grant in the
case of Non-Qualified Options, (ii) ten years from the date of grant in the
case of ISOs generally and (iii) five years from the date of grant in the
case of ISOs granted to an employee owning stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or any Related Corporation. Subject to earlier termination as
provided in paragraph 19, the term of each ISO will be the term set forth
in the original instrument granting such ISO, except with respect to any
part of such ISO that is converted into a Non-Qualified Option pursuant to
paragraph 21.

         11. Exercise of Option. Subject to the provisions of paragraphs 12
through 21, each Option granted under the Plan will be exercisable as
follows:

            A. Right to Exercise. The Option will either be fully
exercisable on the date of grant, subject to such restrictions or
repurchase rights as defined below in paragraph 15, or will become
exercisable thereafter in such installments as the Committee may specify.

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

         12. Restricted Stock.

            (a) Grants. The Committee may grant Stock Rights entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their issue price or
other stated or formula price (or to require forfeiture of such shares if
issued at no cost) from the recipient in the event that conditions
specified by the Committee in the applicable Stock Rights agreement are not
satisfied prior to the end of the applicable restriction period or periods
established by the Committee for such Stock Rights (each, a "Restricted
Stock Award").

            (b) Terms and Conditions. The Committee shall determine the
terms and conditions of any such Restricted Stock Award, including the
conditions for repurchase (or forfeiture) and the issue price, if any. Each
Restricted Stock Award granted pursuant to the Plan shall be subject to
forfeiture if, in the discretion of the Committee, the recipient of such
award has not, within a reasonable period of time following the grant of
such award, executed any instrument required by the Committee to be
executed in connection with such award. Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
recipient and, unless otherwise determined by the Committee, deposited by
the recipient, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction
periods, the Company (or such designee) shall deliver the certificates no
longer subject to such restrictions to the recipient or if the recipient
has died, to the beneficiary designated, in a manner determined by the
Committee, by the recipient to receive amounts due or exercise rights of
the recipient in the event of the recipient's death (the "Designated
Beneficiary"). In the absence of an effective designation by a recipient,
Designated Beneficiary shall mean the recipient's estate.

         13. Other Stock-Based Awards. The Committee shall have the right
to grant other Stock Rights based upon the Common Stock having such terms
and conditions as the Committee may determine, including the grant of
shares based upon certain conditions, the grant of securities convertible
into Common Stock and the grant of stock appreciation rights.

         14. Means of Exercising Stock Rights. A Stock Right (or any part
or installment thereof) shall be exercised by giving written notice to the
Company at its principal office address. Such written notice shall be
signed by the holder and shall be delivered in person or by certified or
registered mail, return receipt requested, to the Chief Financial Officer
of the Company, or other authorized representative of the Related
Corporation, prior to the termination of the Stock Right as set forth in
this Plan, accompanied by full payment of the exercise price for the number
of shares being purchased (a) in United States dollars in cash or by check,
(b) at the discretion of the Committee, through delivery of mature shares
(i.e. held for six months or more) of Common Stock having a fair market
value equal as of the date of the exercise to the cash exercise price of
the Stock Right, (c) at the discretion of the Committee, by delivery of a
promissory note, the terms of which (including the interest rate and the
terms of repayment) shall be established by the Committee, (d) at the
discretion of the Committee, by delivery of notice in such form as the
Company may designate together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds to pay
the exercise price or (e) at the discretion of the Committee, by any
combination of (a), (b), (c) or (d) above. If the Committee exercises its
discretion to permit payment of the exercise price of an ISO by means of
the methods set forth in clauses (b), (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the
grant of the ISO in question. The holder of a Stock Right shall not have
the rights of a stockholder with respect to the shares covered by such
Stock Right until the date of issuance of such shares. Except as expressly
provided in paragraph 21 with respect to changes in capitalization and
stock dividends, no adjustment will be made for dividends or similar rights
for which the record date is before the date such stock certificate is
issued.

            A. Withholding. At the time the Stock Right is exercised, in
whole or in part, or at any time thereafter as requested by the Company,
the holder shall make adequate provision for foreign, federal and state tax
withholding obligations of the Company, if any, at the minimum statutory
withholding rate which arises in connection with the Stock Right,
including, without limitation, obligations arising upon (i) the exercise,
in whole or in part, of the Stock Right, (ii) the transfer, in whole or in
part, of any shares acquired on exercise of the Stock Right, (iii) the
operation of any law or regulation providing for the imputation of
interest, or (iv) the lapsing of any restriction or making of any election
with respect to any shares acquired on exercise of the Stock Right. Except
as the Committee may otherwise provide in a Stock Right agreement, when the
Common Stock is registered under the 1934 Act, a holder may satisfy such
tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Stock Right creating the tax
obligations, valued at their fair market value. The Company may, to the
extent permitted by law, deduct such tax obligations from any payment of
any kind otherwise due to an individual.

            B. Certificate Registration. The certificate or certificates
for the shares as to which the Stock Right shall be exercised shall be
registered in the name of the Optionee, or, if applicable, the heirs of the
Optionee.

            C. Restrictions on Grant of the Option and Issuance of Shares.
The grant of the Option and the issuance of the shares upon exercise of the
Option shall be subject to compliance with all applicable requirements of
federal or state law with respect to such securities. The Option may not be
exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable federal or state securities laws or other law
or regulations. In addition, no Option may be exercised unless (i) a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), shall at the time of exercise of the Option be in effect
with respect to the shares issuable upon exercise of the Option or (ii) in
the opinion of legal counsel to the Company, the shares issuable upon
exercise of the Option may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities
Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISABLE
UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE
MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION
IS VESTED. As a condition to the exercise of the Option, the Company may
require the Optionee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be
requested by the Company.

            D. Fractional Shares. The Company shall not be required to
issue fractional shares upon the exercise of the Option.

         15. Unvested Share Repurchase Option.

            A. Vested Shares and Unvested Shares Defined. The total number
of shares multiplied by the Vesting Ratio as set forth in the Stock Right
agreement are "Vested Shares." For purposes of this paragraph 15, the
"Unvested Shares" are the number of shares acquired upon exercise of the
Stock Right in excess of the Vested Shares.

            B. Unvested Share Repurchase Option. In the event the
Optionee's employment with the Company or any Related Corporation is
terminated for any reason, with or without cause, or if the Optionee or the
Optionee's legal representative attempts to sell, exchange, transfer,
pledge, or otherwise dispose of (other than pursuant to an Ownership
Change) any shares acquired upon exercise of the Option which exceed the
Optionee's Vested Shares, the Company shall have the right to repurchase
the Unvested Shares under the terms and subject to the conditions set forth
in this paragraph 15 (the "Unvested Share Repurchase Option").

            D. Exercise of Unvested Share Repurchase Option. The Company
may exercise the Unvested Share Repurchase Option by written notice to the
Optionee within sixty (60) days after (i) such termination of employment or
(ii) the Company has received notice of the attempted disposition. If the
Company fails to give notice within such sixty (60)-day period, the
Unvested Share Repurchase Option shall terminate unless the Company and the
Optionee have extended the time for the exercise of the Unvested Share
Repurchase Option. The Unvested Share Repurchase Option must be exercised,
if at all, for all of the Unvested Shares, except as the Company and the
Optionee otherwise agree.

            E. Payment for Shares and Return of Shares. Payment by the
Company to the Optionee shall be made in cash within thirty (30) days after
the date of the mailing of the written notice of exercise of the Unvested
Share Repurchase Option. For purposes of the foregoing, cancellation of any
indebtedness of the Optionee to any Participating Company shall be treated
as payment to the Optionee in cash to the extent of the unpaid
principal-and any accrued interest canceled. The purchase price per share
being repurchased by the Company shall be an amount equal to the Optionee's
original cost per share, as adjusted pursuant to paragraph 21. The shares
being repurchased shall be delivered to the Company by the Optionee at the
same time as the delivery of the purchase price to the Optionee.

            F. Assignment of Unvested Share Repurchase Option. The Company
shall have the right to assign the Unvested Share Repurchase Option at any
time, whether or not such option is then exercisable, to one (1) or more
persons as may be selected by the Company.

         16. Escrow.

            A. Establishment of Escrow. To insure shares subject to the
Unvested Share Repurchase Option will be available for repurchase, the
Company may require the Optionee to deposit the certificate or certificates
evidencing the shares which the Optionee purchases upon exercise of the
Option with an escrow agent designated by the Company. If the Company does
not require such deposit as a condition of exercise of the Option, the
Company reserves the right at any time to require the Optionee to so
deposit the certificate or certificates in escrow. The Company shall bear
the expenses of establishing and maintaining the escrow.

            B. Delivery of Shares to Optionee. Upon the written request by
the Optionee to the Company, the Company will instruct the agent to deliver
to the Optionee as soon as practicable the shares no longer subject to such
Unvested Share Repurchase Option restrictions.

            C. Notices and Payments. In the event the shares held in escrow
are subject to the Company's exercise of the Unvested Share Repurchase
Option, the notices required to be given to the Optionee shall be given to
the escrow agent and any payment required to be given to the Optionee shall
be given to the escrow agent. Within thirty (30) days after payment by the
Company, the escrow agent shall deliver the shares which the Company has
purchased to the Company and shall deliver the payment received from the
Company to the Optionee.

         17. Stock Dividends Subject to Option Agreement. If, from time to
time, there is any Adjustment as defined in paragraph 21 or other change in
the character or amount of any of the outstanding stock of the Related
Corporation which is subject to the provisions of this Option then in such
event any and all new substituted or additional securities to which the
Optionee is entitled by reason of the Optionee's ownership of the shares
acquired upon exercise of the Option shall be immediately subject to the
Unvested Share Repurchase Option with the same force and effect as the
shares subject to the Unvested Share Repurchase Option immediately before
such event.

         18. Legends. The Company may at any time place legends referencing
the Unvested Share Repurchase Option set forth in paragraph 15 above and
any applicable federal or state securities law restrictions on all
certificates representing shares of stock subject to the provisions of this
Option Agreement. The Optionee shall, at the request of the Company,
promptly present to the Company any and all certificates representing
shares acquired pursuant to the Option in the possession of the Optionee in
order to effectuate the provisions of this paragraph. Unless otherwise
specified by the Company, legends placed on such certificates may include,
but shall not be limited to, the following:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  AN UNVESTED SHARE REPURCHASE OPTION IN FAVOR OF THE
                  CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT
                  BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR
                  SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS
                  ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.


         19. Change in Service. The following Provision shall govern the
treatment of Stock Rights granted under this Plan in the event of a Change
in Service as described below.

            A. Cessation of Service. Except to the extent otherwise
specifically provided in the documents evidencing the Option, any
outstanding Option exercisable for fully vested shares at the time the
Optionee ceases to provide services to the Company or a Related Corporation
as an employee, a non-employee Board member or a consultant for any reason
other than disability, death or misconduct, then the Optionee will have a
period of three (3) months following the date of such cessation of service
during which to exercise each outstanding Option held by such Optionee.

            B. Disability. Should such service terminate by reason of
disability, then any outstanding Option exercisable by the Optionee for
fully vested shares at the time the Optionee ceases to provide services to
the Company may be subsequently exercised by the Optionee during the six
(6)-month period following the date of such cessation of service. However,
should such disability be deemed to constitute permanent disability, then
the period during which each outstanding option for fully vested shares
held by the Optionee is to remain exercisable will be extended by an
additional six (6) months so that the exercise period will be the twelve
(12)-month period following the date of the Optionee's cessation of service
by reason of such permanent disability. The term "Permanent Disability," as
used in this Plan, means a disability expected to result in death or that
has lasted or can be expected to last for a continuous period of twelve
(12) months or more, as described in Section 22(e)(3) of the Code.

            C. Death. Any Option exercisable for fully vested shares 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 during the twelve (12)-month
period following the date of the Optionee's death.

            D. Misconduct. Should the Optionee's service be terminated for
misconduct, then all outstanding Options at the time held by the Optionee
will immediately terminate and cease to be outstanding. The term
"Misconduct," when used in this Plan, means the commission of any act of
fraud, embezzlement or dishonesty by the Optionee, any unauthorized use or
disclosure by such person of confidential information or trade secrets of
the Company (or any Related Corporation), or any other intentional
misconduct by such person adversely affecting the business or affairs of
the Company or any Related Corporation in a material manner. The foregoing
definition shall not be deemed to be inclusive of all the acts or omissions
which the Company or any Related Corporation may consider as grounds for
the dismissal or discharge of any Optionee or other person in the service
of the Company or any Related Corporation.

            E. Leave of Absence. For purposes of this paragraph 19, a bona
fide leave of absence (such as those attributable to illness, military
obligations or governmental service) with the written consent of the
Committee, or to the extent required by statute, will not be considered an
interruption of service under the Plan. For the purposes of this paragraph,
the leave of absence provision described above shall not apply to a
consultant or advisor of the Company or any Related Corporation.
Additionally, with respect to Options that are intended to qualify as ISOs,
the leave of absence permitted under this paragraph shall not exceed the
period of time set forth in Treas. Reg. ss. 1.421-7(h)(2) or any successor
thereto.

            F. Modification of Hours Worked. This Section 19F applies only
to Stock Rights agreements issued on or after November 13, 2000. If an
Optionee's service with the Company changes such that the number of hours
that the Optionee customarily works is increased or decreased for a period
of five months or more, the Vesting Ratio reflected in the Stock Rights
agreement shall be amended in accordance with the number of hours worked as
set forth below. The Vesting Ratio will be amended upon the Company's
determination that the work schedule change is expected to last for a
period of five months or more. For the purposes of this Plan, "Full Time"
service is defined as customarily working 35 hours or more per week. "Part
Time" service is defined as customarily working 34 hours or fewer per week.

               (i) Full Time to Part Time Service. In the event the
Optionee's customary work schedule falls below Full Time, the Vesting Ratio
reflected in the Stock Rights agreement will be reduced as follows: (a) if
the Optionee customarily works between 25 and 34 hours per week for a
period of five months or more, the Vesting Ratio in the Optionee's Stock
Rights agreement will be reduced to 75% of the previous Vesting Ratio, or
(b) in the event that the Optionee customarily works less than 25 hours per
week for a period of five months or more, the Vesting Ratio in the
Optionee's Stock Rights agreement will be reduced to 50% of the previous
Vesting Ratio.

               (ii) Decrease in Part Time Service. If the Optionee's
customary work schedule decreases from between 25 and 34 hours per week to
fewer than 25 hours per week, the Vesting Ratio in the Optionee's Stock
Rights agreement will be decreased to 66% of the previous Vesting Ratio
(rounded to the nearest whole or half percentage).

               (iii) Part Time to Full Time Service. In the event the
Optionee's customary work schedule increases from Part Time to Full Time,
the Vesting Ratio reflected in the Stock Rights agreement will be increased
as follows: (a) if the Optionee's customary work schedule increases from
fewer than 25 hours per week to 35 hours or more per week, the Vesting
Ratio in the Optionee's Stock Rights agreement will be increased to 200% of
the previous Vesting Ratio, or (b) if the Optionee's customary work
schedule increases from between 25 and 34 hours per week to 35 hours or
more per week, the Vesting Ratio in the Optionee's Stock Rights agreement
will be increased to 133% of the previous Vesting Ratio (rounded to the
nearest whole percentage).

               (iv) Increase in Part Time Service. If the Optionee's
customary work schedule increases from fewer than 25 hours per week to
between 25 and 34 hours per week, the Vesting Ratio in the Optionee's Stock
Rights agreement will be increased to 150% of the previous Vesting Ratio.

         20. Assignability. No Option shall be assignable or transferable
by the Optionee except by will or by the laws of descent and distribution.
During the lifetime of the Optionee each Option may be exercised only by
the Optionee.

         21. Adjustments. Upon the occurrence of any of the following
events, an Optionee's rights with respect to Options granted hereunder will
be adjusted as hereinafter provided, unless otherwise specifically provided
in the written agreement between the Optionee and the Company relating to
such Option.

            A. Recapitalization. If any change is made to the Common Stock
issuable under the Plan 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 receipt of
consideration, then appropriate adjustments shall be made to (i) the
maximum number and/or class of securities to issuable under the Plan, (ii)
the number and/or class of securities and, if applicable, price per share
in effect under each outstanding Stock Right under the Plan and (iii) the
maximum number of shares issuable to one individual pursuant to paragraph
4.

            B. Transfer of Control and Other Transactions. A "Transfer of
Control" will be deemed to have occurred in the event any of the following
occurs with respect to the Company (which for this purpose includes a
successor whose stock is issued under the Plan):

               (i) the direct or indirect sale or exchange by the
stockholders in a single transaction or a series of transactions of the
Company of all or substantially all of the stock of the Company where the
stockholders of the Company immediately before such sale or exchange do not
retain, directly or indirectly and in substantially the same proportion,
beneficial interest in voting stock of the Company or surviving entity
representing at least a majority of the voting power of all voting stock of
the Company;

               (ii) a merger, consolidation, reorganization or similar
transaction in which the stockholders of the Company immediately before
such merger do not retain, directly or indirectly and in substantially the
same proportion, beneficial interest in the voting stock of the surviving
entity representing a majority of the voting power of all voting stock; or

               (iii) the sale, exchange or transfer (including, without
limitation, pursuant to a liquidation or dissolution) of all or
substantially all of the Company's assets (other than a sale, exchange, or
transfer to one (1) or more corporations where the stockholders of the
Company immediately before such sale, exchange, or transfer retain,
directly or indirectly and in substantially the same proportion, beneficial
interest in voting stock of the corporation(s) to which the assets were
transferred) representing at least a majority of the combined voting power
of all voting stock of such entity.

               In the event of any Transfer of Control, each outstanding
Option, shall automatically accelerate so that each such Option shall,
immediately prior to the effective date of the Transfer of Control, become
fully exercisable with respect to the total number of 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, subject to the
consummation of the Transfer of Control. Notwithstanding the foregoing, an
Option shall not so accelerate if and to the extent: (i) such Option is
assumed or otherwise continued in full force or effect by the successor
corporation (or parent thereof) pursuant to the terms of the Transfer of
Control, (ii) such Option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of
the Transfer of Control on the shares of Common Stock for which the Option
is not otherwise at that time exercisable 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 Committee at the time of the Option grant. All
outstanding repurchase rights outstanding on Common Stock previously issued
under the Plan will also terminate automatically, and such shares will
immediately vest in full, immediately before a Transfer of Control, except
to the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and
effect pursuant to the terms of the Transfer of Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the
Committee at the time the repurchase right is issued.

               Notwithstanding the foregoing, the number of Vested Shares
shall, immediately prior to the Transfer of Control, be increased by the
number of Shares that would have become Vested Shares on the date twelve
months after the consummation of the Transfer of Control, provided that if
the Optionee has been employed by the Company for less than twelve months
immediately prior to the Transfer of Control, the number of additional
Shares that are Vested Shares shall be increased by the number of Shares
that would have become Vested Shares on the date six months after the
consummation of the Transfer of Control.

               If, following the Transfer of Control, the successor
corporation (or parent thereof) terminates the employment of the Optionee
without Cause, upon such termination all of the Shares shall become Vested
Shares. "Cause" for this purpose shall mean the willful engaging by the
Optionee in illegal conduct or gross misconduct which is materially
injurious to the successor corporation (or parent thereof).

            C. Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
shall be made in a manner intended to avoid any adverse tax consequences
for the holders of such ISOs. If the Committee determines that such
adjustments made with respect to ISOs would constitute a modification,
extension, or renewal (as those terms are defined in Section 424 of the
Code) of such ISOs, it may refrain from making such adjustments.

            D. Acceleration of Vesting. The Committee shall have the right
to accelerate the Vesting Ratio as defined in the Stock Rights Agreement of
any installment of any Stock Right; provided that the Committee shall not,
without the consent of an Optionee, accelerate the permitted exercise date
of any installment of any Option granted to any employee as an ISO (and not
previously converted into a Non-Qualified Option pursuant to this paragraph
21 if such acceleration would adversely affect the Optionee's rights
thereunder.

            E. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Board shall upon written
notice to the Optionee, provide that all then unexercised Options will (i)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution, except to the
extent exercised before such effective date. The Board may specify the
effect of a liquidation or dissolution on any Awards or Purchases granted
under the Plan at the time of the grant of such Award or Purchase.

            F. Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number
or price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.

            G. Adjustments. Upon the happening of any of the events
described in subparagraphs A or B above, the class and aggregate number of
shares set forth in paragraph 4 hereof that are subject to Stock Rights
which previously have been or subsequently may be granted under the Plan
(including outstanding Options incorporated into this Plan from the
Predecessor Plan) will also be appropriately adjusted to reflect the events
described in such subparagraphs. The Committee or the Successor Board shall
determine the specific adjustments to be made under this paragraph 21 and,
subject to paragraph 2, its determination shall be conclusive.

         If any person owning restricted Common Stock obtained by exercise
of a Stock Right made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs A, B or
C above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and
restrictions applicable to the restricted Common Stock with respect to
which such shares or securities or cash were issued, unless otherwise
determined by the Committee.

         22. Term and Amendment of Plan. The Plan will expire on the tenth
anniversary of the Effective Date (except as to Options outstanding on that
date). Subject to the provisions of paragraph 5 above, Stock Rights other
than Options intended to qualify as performance-based compensation under
Section 162(m) of the Code may be granted under the Plan before the date of
stockholder approval of the Plan. 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 may adversely affect
the rights and obligations with respect to Stock Rights at the time
outstanding under the Plan unless the grantee consents to such amendment or
modification. In addition, certain amendments may, as determined by the
Board in its sole discretion, require stockholder approval pursuant to
applicable laws or regulations.

         Stock Rights other than Options intended to qualify as
performance-based compensation under Section 162(m) of the Code may be
granted under the Plan in excess of the number of shares then available for
issuance under the Plan, provided that any excess shares actually issued
shall be 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 Company shall promptly refund to the holders of any such Stock Rights
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.

         23. Non-U.S. Employees. Notwithstanding anything in the Plan to
the contrary, with respect to any employee who is resident outside of the
United States, the Committee may, in its sole discretion, amend the terms
of the Plan in order to conform such terms with the requirements of local
law or to meet the objectives of the Plan; provided, however, that this
Section 23 shall not authorize the Committee to amend the provisions of
Section 4 hereof. The Committee may, where appropriate, establish one or
more sub-plans for this purpose.

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

         25. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the
approval of any governmental authority required in connection with the
authorization, issuance or sale of such shares.

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

         27. Governing Law. The validity and construction of the Plan and
the instruments evidencing Stock Rights shall be governed by the laws of
the State of Delaware, or the laws of any other jurisdiction in which the
Company or its successors in interest may be organized.

         28. No Employment/Service Rights. Nothing in the Plan confers upon
the grantee of a Stock Right 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 Company or any Related Corporation or of the grantee,
which rights are hereby expressly reserved by each, to terminate such
person's service at any time for any reason, with or without cause.


                     Register of Amendments to the Plan




Paragraph No.                              Date of               Date of
and Change                                 Board Approval        Stockholder Approval

                                                          
Plan Adopted                               August 17, 1999       September 20, 1999

P. 4  Increase number of shares            January 26, 2000             N/A
allocated for annual increase
to Plan reserve from
3,000,000 to 9,000,000
pursuant to a three-for-one
stock split effective
February 11, 2000.

P. 4  Increase maximum number              January 26, 2000             N/A
of shares grantable to any
individual employee in a
calendar year from 500,000
to 1,500,000 pursuant to a
three-for-one stock split
effective February 11, 2000.

P. 23  Enable Committee to amend           February 16, 2000            N/A
or vary the terms of the Plan in
order to implement the Plan in
Non-U.S. jurisdictions.

P. 4  Increase number of shares            October 12, 2000       December 14, 2000
reserved for issuance under the
Plan by 25,000,000.

P. 4  Increase number of shares            October 12, 2000       December 14, 2000
allocated for annual increase
to Plan reserve from
9,000,000 to 18,000,000.

P. 19 Modification of vesting terms        November 13, 2000            N/A
for changes in employee work
schedules