In April 1994, the Company adopted the 1994 Stock Option and Award Plan; 8,000,000 shares were authorized for grant under this Plan. Options can be granted to employees on terms substantially equivalent to those described above. The 1994 Stock Option and Award Plan also allows the Company to award performance shares of the Company’s common stock to be paid to recipients on the achievement of certain performance goals set with respect to each recipient. In May 1997, the Company’s stockholders approved an additional 8,000,000 shares to be reserved for issuance under the Company’s 1994 Stock Option and Award Plan. At December 31, 1999, 2,531,662 shares were available for grant under this Plan.

In July 1997, the Company’s Board of Directors approved a resolution authorizing the grant of a maximum of 500,000 non-statutory stock options to executives and other employees, as determined by the Board, under the newly created 1997 Non-Statutory Stock Option Plan (“the 1997 Stock Plan”). The authorization of such shares for grant under the 1997 Stock Plan is not subject to stockholder approval. Terms of each option are determined by the Board or committee delegated such duties by the Board. Concurrent with the authorization of the 1997 Stock Plan, the Board granted the Company’s current Chairman of the Board and former chief executive officer 500,000 options to purchase the Company’s common stock thereunder. Such options vest ratably over five years beginning with the first anniversary of the date of grant.

In September 1997, the Company’s Board of Directors authorized the repricing of outstanding options to purchase Common Stock under the Company’s stock option plans. Employees were eligible to participate only if they remained actively employed at the effective date of the repricing and were only permitted to exchange options granted and outstanding prior to May 1, 1997. The repricing/option exchange was effective November 21, 1997 (the “Repricing Effective Date”). The repricing program offered eligible employees the opportunity to exchange eligible outstanding options with exercise prices in excess of the closing sales price of the Company’s Common Stock on the Repricing Effective Date for a new option with an exercise price equal to such price. Other than the exercise price, each new option issued upon exchange has terms substantially equivalent to the surrendered option, including the number of shares, vesting terms and expiration except that options issued in connection with the exchange may not be exercised for a period of one year from the Repricing Effective Date. In addition, officers of the Company participating in the option exchange were required to forfeit 20% of the shares subject to each option being surrendered. The exercise price for repriced options was $7.1563, the closing sales price of the Company’s Common Stock on the Repricing Effective Date.

In December 1997, the Company’s Board of Directors authorized the repricing of outstanding options to purchase Common Stock under the Company’s stock option plans. Employees were eligible to participate only if they remained actively employed at the effective date of the repricing and were only permitted to exchange options granted and outstanding prior to May 1, 1997. The repricing/option exchange was effective January 9, 1998 (the “Repricing Effective Date”). The repricing program offered eligible employees the opportunity to exchange eligible outstanding options with exercise prices in excess of the closing sales price of the Company’s Common Stock on the Repricing Effective Date for a new option with an exercise price equal to such price. Other than the exercise price, each new option issued upon exchange has terms substantially equivalent to the surrendered option, including the number of shares, vesting terms and expiration except that options issued in connection with the exchange may not be exercised for a period of one year from the Repricing Effective Date. In addition, Officers and Directors of the Company were not eligible to have their shares repriced. The exercise price for repriced options was $5.0938, the closing sales price of the Company’s Common Stock on the Repricing Effective Date.

In July 1998, the Company adopted the 1998 Non-Statutory Stock Option Plan (“the 1998 Stock Option Plan”); 5,500,000 shares were originally authorized for grant under this Plan. During 1999, the Company’s Board of Directors authorized an additional 5,000,000 shares for grant under the 1998 Stock Option Plan. Options can be granted to employees on terms substantially equivalent to those described above. At December 31, 1999, 2,272,878 shares were available for grant under this Plan.