2000 STOCK PLAN
1. The first paragraph of Section 3 of the Plan is deleted in its entirety and the following is substituted in its place:
Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 10,554,496 shares, plus the number of Shares subsequently returned to the Companys 1996 Stock Option Plan (the 1996 Plan) as a result of termination of options which were issued and outstanding under the 1996 Plan on the date immediately prior to the date of stockholder approval of the original adoption of the Plan. The Shares may be authorized, but unissued, or reacquired Common Stock.
2. This Amendment shall amend only those provisions of the Plan set forth herein, and those sections, paragraphs and sentences not expressly amended hereby shall remain in full force and effect.
3. This Amendment shall be effective immediately upon its approval by the stockholders of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of February 27, 2004.
|By:||/s/ James A. Fontaine|
|Name:||James A. Fontaine|
|Title:||Chief Executive Officer & President|
APPROVED BY THE STOCKHOLDERS OF
THE COMPANY ON MAY 5, 2004