Exhibit 4.1

                                    SPSS INC.

                           2002 EQUITY INCENTIVE PLAN

     1.   PURPOSE. The purpose of this 2002 Equity Incentive Plan (the "Plan")
is to further the success of SPSS Inc., a Delaware corporation (hereinafter
called the "Company"), by attracting and retaining Directors, officers, other
key executives, employees and independent contractors of the Company and its
Subsidiaries and to provide to such persons incentives and rewards relating to
the Company's business plans.

     2.   DEFINITIONS. For purposes of this Plan, the following terms shall be
defined as set forth below:

          (a) "Appreciation Right" means a right granted pursuant to Section 8
hereof.

          (b) "Appreciation Right Agreement" means an agreement executed
pursuant to Section 8(a) hereof.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Change in Control" shall be defined, with respect to each
Participant, as such term is defined in the Participant's employment agreement
with the Company, if any. If no such employment agreement exists with respect to
a Participant, the term "Change in Control" shall mean the occurrence of any of
the following events:

              i. Consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) of beneficial ownership (within the meaning of Rule
l3d-3 promulgated under the 1934 Act) of 40 percent (40%) or more of the
combined voting power of the then outstanding voting securities of the Company;
or

              ii. The individuals who, as of the date hereof, are members of the
Board cease for any reason to constitute a majority of the Board, unless the
election, or nomination for election by the Stockholders of the Company, of any
new director or directors was approved by a vote of a majority of the Board, in
which case such new director or directors shall, for purposes of this Agreement,
be considered as a member or members of the Board; or

              iii. Approval by Stockholders of the Company of (A) a merger or
consolidation of the Company if the Stockholders immediately before such merger
or consolidation do not, as a result of such merger or consolidation, own,
directly or indirectly, more than 60 percent (60%) of the combined voting power
of the then outstanding voting securities of the entity resulting from such
merger or consolidation in substantially the same proportion as their ownership
of the combined voting power of the voting securities of the Company outstanding
immediately before such merger or consolidation; or (B) a complete liquidation
or dissolution, or an agreement for the sale or other disposition, of all or
substantially all of the assets of the Company.



Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because 40 percent (40%) or more of the combined voting power of the then
outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for employees of
the Company, or (ii) any corporation that, immediately prior to such
acquisition, is owned directly or indirectly by the Stockholders of the Company
in the same proportion as their ownership of stock of the Company immediately
prior to such acquisition.

          (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

          (f) "Common Shares" means shares of common stock of the Company, $0.01
par value per share, or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section
4(c).

          (g) "Compensation Committee" means a committee appointed by the Board
comprised solely of two or more Non-Employee Directors, each of whom shall be a
disinterested person within the meaning of Rule 16b-3.

          (h) "Date of Grant" means the date determined in accordance with the
Board's authorization on which a grant of Option Rights, Appreciation Rights, or
Restricted Shares, becomes effective.

          (i) "Director" means a member of the Board.

          (j) "Exchange Act" means the Securities Exchange Act of 1934.

          (k) "Incentive Stock Option" means an Option Right granted pursuant to
Section 6 hereof that is intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Code or any successor provision and
which conforms to the applicable provisions of Section 422 of the Code or any
successor provision.

          (l) "Market Value", as applied to any date, means the price per share
of the Common Shares in an amount equal to the closing price of the last sale of
the Common Shares as reported by the Nasdaq National Market or the principal
securities exchange or automated quotation system on which Common Shares were
sold on the date when the Market Value per Common Share is to be determined or,
if the date is a date on which the Common Shares did not trade, the closing
price on the immediately preceding day on which the stock traded.

          (m) "Non-Employee Director" shall have the meaning ascribed to such
term in Rule 16b-3.

          (n) "Nonqualified Stock Option" means an Option Right other than an
Incentive Stock Option.

          (o) "Optionee" means the optionee named in an Option Agreement with
the Company.

          (p) "Option Agreement" means an agreement executed pursuant to Section
6 hereof.

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          (q) "Option Price" means the purchase price payable on exercise of an
Option Right.

          (r) "Option Right" means the right to purchase Common Shares granted
pursuant to Section 6.

          (s) "Participant" means a person who is approved by the Board to
receive benefits under this Plan and who is at the time an officer, executive,
Director or other employee (including, without limitation, officers and
directors who are employees) or independent contractor of the Company or any one
or more of its Subsidiaries, or who has agreed to commence serving in any of
such capacities.

          (t) "Restricted Shares" means Common Shares issued pursuant to Section
9 as to which neither the substantial risk of forfeiture nor the prohibition on
transfers referred to in Section 9 has expired.

          (u) "Restricted Share Agreement" means an agreement executed pursuant
to Section 9(a) hereof.

          (v) "Rule 16b-3" means rule 16b-3 promulgated under the Exchange Act
(the "Exchange Act") (or any successor rule substantially to the same effect),
as in effect from time to time.

          (w) "Spread" means the excess of the Market Value per Common Share of
the Common Shares on the date when the Appreciation Right is exercised, or on
the date when Option Rights are surrendered in payment of the Option Price of
other Option Rights, over the Option Price provided for in the related Option
Right.

          (x) "Stockholders" shall mean the owners of the issued and outstanding
Common Shares of SPSS.

          (y) "Subsidiary" means any corporation with respect to which the
Company directly or indirectly owns stock possessing 50% or more of the voting
power as described in Section 424(f) of the Code.

     3.   PLAN ADMINISTRATION.

          (a) Administration. This Plan will be administered by the Board. The
Board may, from time to time, delegate all or any part of its authority under
this Plan to the Compensation Committee. When used in this Plan, the term
"Board" shall mean the Board or the Compensation Committee, if the Board has
delegated the applicable power to the Compensation Committee pursuant to this
Section 3(a). Appreciation Rights and Option Rights may be granted only by the
Compensation Committee.

          (b) Authority of the Board.

              i. The Board will take such actions as are required to be taken by
it hereunder, may take the actions permitted to be taken by it hereunder, and
will have the authority, subject to the provisions of the Plan, to establish,
adopt and revise such rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. The Board's decisions
and determinations under the Plan need not be uniform and may be made
selectively among Participants,

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whether or not such Participants are similarly situated. Each determination,
interpretation or other action made or taken by the Board pursuant to the
provisions of the Plan or any agreement, notification, or document evidencing
the grant of an Option Right, Appreciation Right or Restricted Share will be
conclusive and binding for all purposes and on all persons, including, without
limitation, the Company and its Subsidiaries, the Stockholders, the Compensation
Committee, the Board and each of its respective members, the directors, officers
and employees of the Company and its Subsidiaries, and the Participants and
their respective successors in interest. Without limiting the generality or
effect of any provision of the Certificate of Incorporation of the Company, no
member of the Board will be liable for any action or determination made in good
faith with respect to the Plan or any Option Right, Appreciation Right or
Restricted Share granted under the Plan.

              ii. The provisions of Sections 6, 8 and 9 will be interpreted as
authorizing the Board, in taking any action under or pursuant to this Plan, to
take any action it determines in its sole discretion to be appropriate subject
only to the express limitations therein contained and no authorization in any
such Section or other provision of this Plan is intended or may be deemed to
constitute a limitation on the authority of the Board.

              iii. With the consent of the Participant affected thereby, the
Board may amend or modify the terms of any outstanding Option Right,
Appreciation Right or Restricted Share in any manner, provided that the amended
or modified terms are permitted by the Plan as then in effect. Without limiting
the generality of the foregoing sentence, the Board may, with the consent of the
Participant affected thereby, modify the exercise price, number of shares or
other terms and conditions of an Option Right, extend the term of an Option
Right, accelerate the exercisability or vesting or otherwise terminate any
restrictions relating to an Option Right, accept the surrender of any
outstanding Option Right, or, to the extent not previously exercised or vested,
authorize the grant of new Option Rights in substitution for surrendered Option
Rights.

              iv. The existence of this Plan or any right granted or other
action taken pursuant hereto will not affect the authority of the Board or the
Company to take any other action, including in respect of the grant or award of
any option, security, or other right or benefit, whether or not authorized by
this Plan, subject only to limitations imposed by applicable law as from time to
time applicable thereto.

     4.   SHARES AVAILABLE UNDER THE PLAN.

          (a) Authorized Number of Common Shares. Subject to adjustment as
provided in Section 4(c) hereof:

              i. The number of Common Shares that may be issued or transferred
under this Plan upon the exercise of Option Rights that qualify as Incentive
Stock Options may not exceed a maximum of 500,000.

              ii. The number of Common Shares that may be issued or transferred
under this Plan upon the exercise of Option Rights that qualify as Nonqualified
Stock Options, Appreciation Rights or as Restricted Shares and released from
substantial risks of forfeiture thereof, may not exceed a maximum of 500,000.

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Common Shares issued under this Plan may be shares of original issuance or
treasury shares or a combination of the foregoing.

          (b) Reuse of Common Shares. If any Common Shares subject to Option
Rights, or other rights to acquire Common Shares pursuant to this Plan, expire,
terminate or are cancelled without having been exercised in full, the number of
Common Shares subject to such Option Right or other right, but as to which such
Option Right or other right was not exercised prior to its expiration,
termination or cancellation, may again be optioned, granted or awarded
hereunder, subject to the limitations set forth in Section 4(a).

          (c) Adjustments. If the Board determines that (a) any stock dividend,
stock split, combination of shares, recapitalization, or other change in the
capital structure of the Company, (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation,
or other distribution of assets or issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing, would result in the dilution or enlargement of
the rights of Participants, then the Board may make or provide for adjustments
in (i) the number of shares specified in Section 4(a) as the Board may determine
is appropriate to reflect any transaction or event described in this Section
4(c), or (ii) the number of Common Shares covered by outstanding Option Rights
or Appreciation Rights granted hereunder, the prices per share applicable to
such Option Rights and Appreciation Rights and the kind of shares covered
thereby. Notwithstanding the foregoing, any adjustment which by reason of this
Section 4(c) is not required to be made currently will be carried forward and
taken into account in any subsequent adjustment. In the event of any such
transaction or event, the Board may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration as it may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced.

     5.   ELIGIBILITY. Option Rights, Appreciation Rights and Restricted Shares
may be granted under the Plan to those Participants as the Board from time to
time selects.

     6.   OPTION RIGHTS. The Board may from time to time authorize the grant to
Participants of Option Rights upon such terms and conditions as it may determine
in accordance with the following provisions:

          (a) Form of Option Rights. Option Rights granted under this Plan may
be (i) Incentive Stock Options, (ii) Nonqualified Stock Options, or (iii) a
combination of the foregoing. An Incentive Stock Option may be granted only to a
Participant who, at the time the Incentive Stock Option is granted, is approved
by the Board to receive an Incentive Stock Option and, at the time, is an
employee of the Company or of one or more of its Subsidiaries. An Incentive
Stock Option may be granted only as permitted by the Code and pursuant to the
conditions set forth in this Section 6 and Section 7 hereto.

          (b) Option Agreements. Each grant of Option Rights will be evidenced
by an Option Agreement executed on behalf of the Company by any officer,
director, or, if authorized by the Board, employee of the Company and delivered
to the Optionee, containing such terms and provisions as the Board may approve,
except that in no event will any such Option Agreement include any provision
prohibited by the express terms of this Plan. The Option Agreement shall be
consistent with the form of

                                       5


Option Agreement adopted by the Board and amended from time to time, for the
purpose of granting Option Rights. Option Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 422 of the Code.

          (c) Option Grants.

              i. Discretionary Grants. A Participant, other than a Non-Employee
Director who shall receive grants exclusively pursuant to Section 6(c)(ii)
hereof, may be granted one or more Option Rights under the Plan, and such Option
Rights will be subject to such terms and conditions, consistent with the other
provisions of the Plan, as are determined by the Board in its sole discretion.
For each grant of an Option Right, the Board will specify (A) the number of
Common Shares to which the grant pertains and (B) whether the grant consists of
Incentive Stock Options, Nonqualified Stock Options or both Incentive Stock
Options and Nonqualified Stock Options. Notwithstanding the foregoing, no
Participant may receive, in any single calendar year, a grant of an Option Right
to purchase more than 150,000 Common Shares.

              ii. Formula Grants. An Option Right to purchase 7,500 Common
Shares shall be automatically granted to each Non-Employee Director on an annual
basis with each such grant being effective as of the first business day of each
calendar year. Notwithstanding any other provision of this Plan relating to the
discretion of the Board to determine the terms of the Option Rights granted
pursuant hereto, each Option Right granted pursuant to this Section 6(c)(ii)
shall (A) be granted with an exercise price equal to the Market Value on the
date of grant, (B) be a Nonqualified Stock Option and (C) vest in full
immediately upon the date of grant.

          (d) Option Exercise Price.

              i. Incentive Stock Options. The per share price to be paid by the
Participant at the time an Incentive Stock Option is exercised will be
determined by the Board in its sole discretion at the Date of Grant; provided,
however, that such price will not be less than (i) 100% of the Market Value of
one Common Share on the Date of Grant, or (ii) 110% of the Market Value of one
Common Share on the Date of Grant if, at that time the Option Right is granted,
the Participant owns, directly or indirectly (as determined pursuant to Section
424(d) of the Code), more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary or parent corporation of the
Company (within the meaning of Sections 424(f) and 424(e), respectively, of the
Code).

              ii. Nonqualified Stock Options. The per share price to be paid by
the Participant at the time a Nonqualified Stock Option is exercised will be
determined by the Board in its sole discretion at the Date of Grant; provided,
however, that such price will not be less than 85% of the Market Value of one
Common Share on the Date of Grant.

          (e) Term of Option Rights.

              i. Incentive Stock Options. The period during which an Incentive
Stock Option may be exercised will be fixed by the Board in its sole discretion
at the time such Option Right is granted; provided, however, that in no event
will such period exceed ten (10) years from its Date of Grant or, in the case of
a Participant who owns, directly or indirectly (as determined pursuant to
Section 424(d) of the Code), more than 10% of the total combined voting power of
all classes of stock of the

                                       6


Company or any subsidiary or parent corporation of the Company (within the
meaning of Sections 424(f) and 424(e), respectively, of the Code), five (5)
years from its Date of Grant.

              ii. Nonqualified Stock Options. The period during which a
Nonqualified Stock Option may be exercised will be fixed by the Board in its
sole discretion at the time such Option Right is granted; provided, however,
that in no event will such period exceed ten (10) years from its Date of Grant.

          (f) Exercise of Options. Each grant of an Option Right will specify
the period or periods of continuous service by the Optionee with the Company or
any Subsidiary which is necessary before the Option Right or installments
thereof will vest and become exercisable and may provide for the earlier
exercise of such Option Right in the event of a Change in Control or other
event. To the extent that the right to purchase Common Shares has accrued
thereunder, an Option Right may be exercised from time to time by written notice
to the Company, in accordance with the procedures set forth in the Option
Agreement.

          (g) Payment of Exercise Price.

              i. Each grant will specify whether the Option Price is payable (A)
in cash, (B) by the actual or constructive transfer to the Company of
nonforfeitable, unrestricted Common Shares already owned by the Optionee (or
other consideration authorized pursuant to Section 6(g)(ii)) having an actual or
constructive value as of the time of exercise as determined by the Board or in
accordance with the applicable Option Agreement referred to in Section 6(b),
equal to the total Option Price, (C) by having the Company reduce the number of
Common Shares distributed to the Optionee by a number of Common Shares with a
Market Value per Common Share, as of the date of exercise, equal to the Option
Price of the Common Shares, (D) by deferred payment of the full purchase price
of the Common Shares from the proceeds of a sale, through a bank or broker, on
the exercise date of some or all of the Common Shares underlying the Option
Right to which such exercise relates, or (E) by a combination of such methods of
payment. In connection with a constructive transfer pursuant to Section
6(g)(i)(B) hereof, a Participant may provide an attestation letter in form
acceptable to the Company requesting that the Company issue and transfer to the
Participant, in full satisfaction of such exercise, Common Shares having a value
net of the exercise price and any applicable withholding taxes.

              ii. The Board may determine, at or after the Date of Grant, that
payment of the Option Price of any option (other than an Incentive Stock Option)
may also be made in whole or in part in the form of Restricted Shares or other
Common Shares that are forfeitable or subject to restrictions on transfer, or
other Option Rights (based on the Spread on the date of exercise). Unless
otherwise determined by the Board at or after the Date of Grant, whenever any
Option is exercised in whole or in part by means of any of the forms of
consideration specified in this Section 6(g), the Common Shares received upon
the exercise of the Option Rights will be subject to such risk of forfeiture or
restrictions on transfer as may correspond to any that apply to the
consideration surrendered, but only to the extent of (i) the number of shares
surrendered in payment of the Option Price or (ii) the Spread of any
unexercisable portion of Option Rights surrendered in payment of the Option
Price.

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              iii. Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on the exercise date of
some or all of the shares to which such exercise relates.

          (h) Reload Policy. In the event that a Participant serving in a
management position at the Company tenders by attestation Common Shares in
payment or partial payment of either the Option Price or any withholding taxes,
additional Option Rights may be granted to such Participant, subject to Board
approval. The number of additional Option Rights shall equal the number of
Common Shares constructively tendered in payment or partial payment of either
the Option Price or any withholding taxes.

          (i) Successive Grants. Successive grants may be made to the same
Participant whether or not any Option Rights previously granted to such
Participant remain unexercised.

          (j) Post-Termination Exercises. The Board shall establish and set
forth in each Option Agreement that evidences an Option Right whether the Option
will continue to be exercisable, and the terms and conditions of such exercise,
if an Optionee ceases to be employed by, or to provide services to, the Company
or its Subsidiaries, which provisions may be waived by the Board at any time.

     7.   ADDITIONAL INCENTIVE STOCK OPTION LIMITATIONS.

          (a) Dollar Limitation. To the extent the aggregate Market Value
(determined as of the Date of Grant) of Common Shares with respect to which
Incentive Stock Options are exercisable for the first time during any calendar
year (under the Plan and all other stock option plans of the Company) exceeds
$100,000, such portion in excess of $100,000 shall be treated as a Nonqualified
Stock Option. In the event the Optionee holds two or more such Options that
become exercisable for the first time in the same calendar year, such limitation
shall be applied on the basis of the order in which such Options are granted.

          (b) Eligible Employees. Individuals who are not employees of the
Company or one of its parent corporations or subsidiary corporations may not be
granted Incentive Stock Options. For purposes of this Section 7(b), "parent
corporation" and "subsidiary corporation" shall have the meanings attributed to
those terms for purposes of Section 424(e) and 424(f) of the Code.

          (c) Exercisability. An Option designated as an Incentive Stock Option
must be exercised within three months after termination of employment for
reasons other than death, except that, in the case of termination of employment
due to disability, as defined in Section 22(e)(3), such Option must be exercised
within one year after such termination. In the case of termination of employment
due to the death of the employee, such Option must be exercised within one year
after such termination. Employment shall not be deemed to continue beyond the
first 90 days of a leave of absence unless the Optionee's reemployment rights
are guaranteed by statute or contract.

          (d) Taxation of Incentive Stock Options. In order to obtain certain
tax benefits afforded to Incentive Stock Options under Section 422 of the Code,
the Optionee must hold the shares issued upon the exercise of an Incentive Stock
Option for two years after the Date of Grant of the Incentive Stock Option and
one year from the date of exercise. An Optionee may be subject to the
alternative minimum tax at the time of exercise of an Incentive Stock Option.
The Board may require an

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Optionee to give the Company prompt notice of any disposition of shares acquired
by the exercise of an Incentive Stock Option prior to the expiration of such
holding periods.

     8.   APPRECIATION RIGHTS. The Board may also authorize the grant to any
Optionee of Appreciation Rights in respect of Option Rights granted hereunder.
An Appreciation Right will be a right of the Optionee, exercisable by surrender
of the related Option Right or in accordance with the applicable agreement
referred to in Section 8(a), to receive from the Company an amount, as
determined by the Board, which will be expressed as a percentage of the Spread
at the time of exercise. Each such grant will be in accordance with the
following provisions:

          (a) Appreciation Right Agreement. Each grant of Appreciation Rights
will be evidenced by an Appreciation Right Agreement executed on behalf of the
Company by an officer, director, or, if authorized by the Board, employee of the
Company and delivered to and accepted by the Optionee, which agreement will
describe such Appreciation Rights, identify the related Option Rights, state
that such Appreciation Rights are subject to all the terms and conditions of
this Plan, and contain such other terms and provisions as the Board may approve,
except that in no event will such Appreciation Right Agreement include any
provision prohibited by the express terms of this Plan. The Appreciation Right
Agreement shall be consistent with the form of Appreciation Right Agreement
adopted by the Board and amended from time to time, for the purpose of granting
Appreciation Rights.

          (b) Terms of Grant.

              i. Any grant may provide that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in Common Shares, or in
any combination thereof and may either grant to the Optionee or retain in the
Board the right to elect among those alternatives.

              ii. Any grant may specify that the amount payable on exercise of
an Appreciation Right may not exceed a maximum specified by the Board as of the
Date of Grant.

              iii. Any grant may specify waiting periods before exercise and
permissible exercise dates or periods and will provide that no Appreciation
Right may be exercised except at a time when the related Option Right is also
exercisable and at a time when the Spread is positive.

              iv. Any grant may specify that such Appreciation Right may be
exercised only in the event of a Change in Control or other event.

              v. Any grant may provide that, in the event of a Change in
Control, then any such Appreciation Right will automatically be deemed to have
been exercised by the Optionee, the related Option Right will be deemed to have
been surrendered by the Optionee and will be cancelled, and the Company
forthwith upon the consummation thereof will pay to the Optionee in cash an
amount equal to the Spread at the time of such consummation.

     9.   RESTRICTED SHARES. The Board may also authorize the issuance or
transfer of Restricted Shares to Participants in accordance with the following
provisions:

                                       9


          (a) Restricted Share Agreement. Each issuance or transfer of
Restricted Shares will be evidenced by a Restricted Share Agreement executed on
behalf of the Company by any officer, director, or, if authorized by the Board,
employee of the Company and delivered to and accepted by the Participant and
containing such terms and provisions as the Board may approve, except that in no
event will any such Restricted Share Agreement include any provision prohibited
by the express terms of the Plan. The Restricted Share Agreement shall be
consistent with the form of Restricted Share Agreement adopted by the Board and
amended from time to time, for the purpose of issuing Restricted Shares.

          (b) Share Certificates. All certificates representing Restricted
Shares will be held in custody by the Company until all restrictions thereon
have lapsed, together with a stock power executed by the Participant in whose
name such certificates are registered, endorsed in blank and covering
determination by the Board that an event causing the forfeiture of the
Restricted Shares has occurred.

          (c) Participant Rights. Each such issuance or transfer will constitute
an immediate transfer of the ownership of Common Shares to the Participant in
consideration of the performance of services, entitling such Participant to
voting, dividend, and other ownership rights, but subject to the substantial
risk of forfeiture and restrictions on transfer provided in Section 9(e) below.

          (d) Consideration. Each such issuance or transfer may be made without
additional consideration.

          (e) Substantial Risk of Forfeiture and Restrictions.

              i. Each such issuance or transfer will provide that the Restricted
Shares covered thereby will be subject, except (if the Board so determines) in
the event of a Change in Control or other event specified in the Restricted
Share Agreement, for a period to be determined by the Board at the Date of
Grant, to a "substantial risk of forfeiture" within the meaning of Section 83 of
the Code.

              ii. Each such issuance or transfer will provide that during the
period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares will be prohibited or restricted in the
manner and to the extent prescribed in or pursuant to the Restricted Share
Agreement, (which restrictions may include, without limitation, rights of
repurchase or first refusal or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee).

     10.  TRANSFERABILITY.

          (a) No Option Right or Appreciation Right granted, issued, or
transferred under this Plan will be transferable by a Participant other than by
will or the laws of descent and distribution except (in the case of a
Participant who is not a Director or officer of the Company) to a fully
revocable trust of which the Optionee is treated as the owner for federal income
tax purposes. Option Rights and Appreciation Rights will be exercisable during
the Optionee's life only by him or by his guardian or legal representative. The
Board may impose additional restrictions on transfer as well.

          (b) The Board may specify at the Date of Grant that part or all of the
Common Shares that are (i) to be issued or transferred by the Company upon the
exercise of Option Rights or

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Appreciation Rights or (ii) no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 9(e), will be
subject to further restrictions on transfer.

     11.  FRACTIONAL SHARES. The Company will not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions and for the settlement of fractions in cash.

     12.  WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local, or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements may include relinquishment of a portion of such benefit.

     13.  AMENDMENTS; CANCELLATIONS; MODIFICATIONS.

          (a) Board Amendments. The Board, in its sole discretion, may amend,
change or modify this Plan in such respects as the Board shall deem advisable,
including, without limitation, amendments increasing the total number of Common
Shares that may be issued or transferred under Section 4(a)(ii) hereof upon the
exercise of Option Rights that qualify as Nonqualified Stock Options,
Appreciation Rights or as Restricted Shares and released from substantial risks
of forfeiture thereof; provided, however, that the Board may not amend the Plan
in any manner which would prevent an Option Right intended to qualify as an
Incentive Stock Option from so qualifying.

          (b) Board and Stockholder Amendments. To the extent required for
compliance with Section 422 of the Code or any applicable law or regulation,
both the Board and a majority of the Stockholders of the Company present in
person or by proxy at a meeting of the Company's Stockholders and entitled to
vote generally in the election of directors must approve any amendment (i)
increasing the total number of Common Shares that may be issued or transferred
under Section 4(a)(i) hereof upon the exercise of Option Rights that qualify as
Incentive Stock Options or (ii) otherwise requiring Stockholder approval under
any applicable law or regulation.

          (c) Cancellations. The Board may, with the concurrence of the affected
Optionee, cancel any agreement evidencing Option Rights or any other award
granted under this Plan. In the event of such cancellation, the Board may
authorize the granting of new Option Rights or other awards hereunder (which may
or may not cover the same number of Common Shares which had been the subject of
the prior award) in such manner, at such option price, and subject to such other
terms, conditions and discretions as would have been applicable under this Plan
had the canceled Option Rights or other award not been granted.

          (d) Modifications. In case of termination of employment by reason of
death, disability or normal or early retirement, or in the case of hardship or
other special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full or any Restricted Shares
as to which the substantial risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or who holds Common Shares subject to any transfer
restriction imposed pursuant to Section 10(b), the Board may take such action as
it deems equitable in the circumstances or in the best

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interests of the Company including without limitation waiving or modifying any
other limitation or requirement under any such award.

     14.  MISCELLANEOUS.

          (a) Continued Employment or Service. This Plan will not confer upon
any Participant any right with respect to continuance of employment or other
service with the Company or any Subsidiary, nor will it interfere in any way
with any right the Company or any Subsidiary would otherwise have to terminate
or modify the terms of such Participant's employment or other service at any
time.

          (b) Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to amend, modify or rescind any previously approved compensation plans
or programs entered into by the Company. The Plan will be construed to be in
addition to any and all such other plans or programs. Neither the adoption of
the Plan nor the submission of the Plan to the Stockholders for approval will be
construed as creating any limitations on the power of authority of the Board to
adopt such additional or other compensation arrangements as the Board may deem
necessary or desirable.

          (c) Severability. To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify an Incentive Stock Option
from qualifying as such, that provision will be null and void with respect to
such Option Right, but will remain in effect for other Option Rights and there
will be no further effect on any provision of this Plan.

          (d) Governing Law. This Plan will be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof. If any provision of this Plan is held to
be invalid or unenforceable, no other provision of this Plan will be affected
thereby.

          (e) Effective Date. The Plan shall be effective upon adoption by the
Board, but the Plan shall be void unless it is approved by the Stockholders
within twelve (12) months after the date the Plan is adopted by the Board.
Subject to the foregoing condition, Option Rights, Appreciation Rights and
Restricted Shares may be granted pursuant to the Plan from time to time within
the period commencing upon adoption of the Plan by the Board and ending ten (10)
years after the earlier of such adoption or the approval of the Plan by the
Stockholders.


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