IROBOT CORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN

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                                                                   Exhibit 10.1

                               IROBOT CORPORATION

                      2005 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the iRobot Corporation 2005 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Non-Employee Directors and other key persons (including
consultants and prospective employees) of iRobot Corporation (the "Company") and
its Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its stockholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "Administrator" is defined in Section 2(a).

     "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards and Restricted Stock
Awards.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "Committee" means the compensation committee of the Board or a similar
committee performing the functions of the compensation committee and which is
comprised of not less than two Non-Employee Directors who are independent.

     "Covered Employee" means an employee who is a "Covered Employee" within the
meaning of Section 162(m) of the Code.

     "Deferred Stock Award" means Awards granted pursuant to Section 8.

     "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

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     "Fair Market Value" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ National
System or a national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date,
the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if
the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on NASDAQ or on a national securities
exchange, the Fair Market Value shall be the "Price to the Public" (or
equivalent) set forth on the cover page for the final prospectus relating to the
Company's Initial Public Offering.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, or such other event as a result of or following which
the Stock shall be publicly held.

     "Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

     "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

     "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

     "Performance Cycle" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more performance criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Restricted
Stock Award or Deferred Stock Award.

     "Restricted Stock Award" means Awards granted pursuant to Section 7.

     "Section 409A" means Section 409A of the Code and the regulations and other
guidance promulgated thereunder.

     "Stock" means the Common Stock, par value $0.01 per share, of the Company,
subject to adjustments pursuant to Section 3.

     "Stock Appreciation Right" means any Award granted pursuant to Section 6.

     "Subsidiary" means any corporation or other entity (other than the Company)
in which the Company has a controlling interest, either directly or indirectly.


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     "Ten Percent Owner" means an employee who owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
     AND DETERMINE AWARDS

     (a) Committee. The Plan shall be administered by either the Board or the
Committee (the "Administrator").

     (b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

          (i) to select the individuals to whom Awards may from time to time be
granted;

          (ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards and Deferred Stock Awards, or any combination of
the foregoing, granted to any one or more grantees;

          (iii) to determine the number of shares of Stock to be covered by any
Award;

          (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;

          (v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award;

          (vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised; and

          (vii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Administrator shall be binding on
all persons, including the Company and Plan grantees.

     (c) Delegation of Authority to Grant Awards. The Administrator, in its
discretion, may delegate to any executive officer of the Company all or part of
the Administrator's authority and duties with respect to the granting of Awards
to employees who are not subject to the reporting and other provisions of
Section 16 of the Exchange Act or Covered Employees. Any


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such delegation by the Administrator shall include a limitation as to the amount
of Awards that may be granted during the period of the delegation and shall
contain guidelines as to the determination of the exercise price of any Stock
Option or Stock Appreciation Right, the conversion ratio or price of other
Awards and the vesting criteria. The Administrator may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior
actions of the Administrator's delegate or delegates that were consistent with
the terms of the Plan.

     (d) Indemnification. Neither the Board nor the Committee, nor any member of
either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegate
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time and/or any
indemnification agreement between such individual and the Company.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


     (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be the sum of (i) 1,583,682 shares,
(ii) such number of shares as equals that number of stock options or awards
returned to (A) the Company's Amended and Restated 1994 Stock Plan, as amended,
after the Effective Date, (B) the Company's Amended and Restated 2001 Special
Stock Option Plan, after the Effective Date, and (C) the Company's Amended and
Restated 2004 Stock Option and Incentive Plan, after the Effective Date, in each
case as a result of the expiration, cancellation or termination of such stock
options or awards and (iii) as of January 1, 2007 and each January 1,
thereafter, a number of shares equal to four and one-half percent (4.5%) of the
Company's outstanding Stock on such date, subject to adjustment as provided in
Section 3(c). For purposes of this limitation, the shares of Stock underlying
any Awards that are forfeited, canceled, held back upon exercise of an Option or
settlement of an Award to cover the exercise price or tax withholding,
reacquired by the Company prior to vesting, satisfied without the issuance of
Stock or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock available for issuance under the Plan. In no event may
shares of Stock granted in the form of Incentive Stock Options exceed 10,000,000
shares. The shares available for issuance under the Plan may be authorized but
unissued shares of Stock or shares of Stock reacquired by the Company.


     (b) Per-Participant Limit. Subject to adjustment under Section 3(c), no
grantee may be granted Awards during any one fiscal year to purchase more than
2,500,000 shares of Stock.

     (c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or


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other securities, or, if, as a result of any merger or consolidation, sale of
all or substantially all of the assets of the Company, the outstanding shares of
Stock are converted into or exchanged for a different number or kind of
securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan and the maximum number of shares of Stock that may be granted in the form
of Incentive Stock Options, (ii) the number of Awards that can be granted to any
one individual grantee during any one fiscal year, (iii) the number and kind of
shares or other securities subject to any then outstanding Awards under the
Plan, (iv) the repurchase price, if any, per share subject to each outstanding
Restricted Stock Award, and (v) the price for each share subject to any then
outstanding Stock Options and Stock Appreciation Rights under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Administrator in its discretion may make a cash payment in
lieu of fractional shares.

     The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of a Stock Option or Stock
Appreciation Right, without the consent of the grantee, if it would constitute a
modification, extension or renewal of the Option within the meaning of Section
424(h) of the Code.

     (d) Acquisition of the Company

          (i) Consequences of an Acquisition. Upon the consummation of an
Acquisition, the Board or the board of directors of the surviving or acquiring
entity (as used in this Section 3(d), also the "Board"), shall, as to
outstanding Awards (on the same basis or on different bases as the Board shall
specify), make appropriate provision for the continuation of such Awards by the
Company or the assumption of such Awards by the surviving or acquiring entity
and by substituting on an equitable basis for the shares then subject to such
Awards either (a) the consideration payable with respect to the outstanding
shares of Stock in connection with the Acquisition, (b) shares of stock of the
surviving or acquiring corporation or (c) such other securities or other
consideration as the Board deems appropriate, the fair market value of which (as
determined by the Board in its sole discretion) shall not materially differ from
the fair market value of the shares of Stock subject to such Awards immediately
preceding the Acquisition. In addition to or in lieu of the foregoing, with
respect to outstanding Options and Stock Appreciation Rights, the Board may, on
the same basis or on different bases as the Board shall specify, upon written
notice to the affected optionees, provide that one or more Options and Stock
Appreciation Rights then outstanding must be exercised, in whole or in part,
within a specified number of days of the date of such notice, at the end of
which period such Options and Stock Appreciation Rights shall terminate, or
provide that one or more Options and Stock Appreciation Rights then outstanding,
in whole or in part, shall be terminated in exchange for a cash payment equal to
the excess of the fair market value (as determined by the Board in its sole


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discretion) for the shares subject to such Options and Stock Appreciation Rights
over the exercise price thereof; provided, however, that before terminating any
portion of an Option or Stock Appreciation Right that is not vested or
exercisable (other than in exchange for a cash payment), the Board must first
accelerate in full the exercisability of the portion that is to be terminated.
Unless otherwise determined by the Board (on the same basis or on different
bases as the Board shall specify), any repurchase rights or other rights of the
Company that relate to an Option, Stock Appreciation Right or other Award shall
continue to apply to consideration, including cash, that has been substituted,
assumed or amended for an Option, Stock Appreciation Right or other Award
pursuant to this paragraph. The Company may hold in escrow all or any portion of
any such consideration in order to effectuate any continuing restrictions.

          (ii) Acquisition Defined. An "Acquisition" shall mean: (x) the sale of
the Company by merger in which the stockholders of the Company in their capacity
as such no longer own a majority of the outstanding equity securities of the
Company (or its successor), or (y) any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or similar
transaction), or (z) any other acquisition of the business of the Company, as
determined by the Board.

     (e) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the substitute awards
be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

     Grantees under the Plan will be such full or part-time officers and other
employees, directors and key persons (including consultants and prospective
employees) of the Company and its Subsidiaries as are selected from time to time
by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

     Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

     (a) Grants of Stock Options. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable.


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          (i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than one hundred
percent (100%) of the Fair Market Value on the date of grant. In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the option price
of such Incentive Stock Option shall be not less than one hundred ten percent
(110%) of the Fair Market Value on the grant date.

          (ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the term of such Stock Option
shall be no more than five years from the date of grant.

          (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date. The
Administrator may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

          (iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods to the extent provided in the Option Award
agreement:

               (A) In cash, by certified or bank check or other instrument
     acceptable to the Administrator;

               (B) Through the delivery (or attestation to the ownership) of
     shares of Stock that have been purchased by the optionee on the open market
     or that are beneficially owned by the optionee and are not then subject to
     restrictions under any Company plan. Such surrendered shares shall be
     valued at Fair Market Value on the exercise date. To the extent required to
     avoid variable accounting treatment under FAS 123R or other applicable
     accounting rules, such surrendered shares shall have been owned by the
     optionee for at least six months; or

               (C) By the optionee delivering to the Company a properly executed
     exercise notice together with irrevocable instructions to a broker to
     promptly deliver to the Company cash or a check payable and acceptable to
     the Company for the purchase price; provided that in the event the optionee
     chooses to pay the purchase price as so provided, the optionee and the
     broker shall comply with such procedures and enter into such agreements of
     indemnity and other agreements as the Administrator shall prescribe as a
     condition of such payment procedure.

Payment instruments will be received subject to collection. The transfer to the
optionee on the records of the Company or of the transfer agent of the shares of
Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in
accordance with the provisions of the Stock Option) by the


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Company of the full purchase price for such shares and the fulfillment of any
other requirements contained in the Option Award agreement or applicable
provisions of laws (including the satisfaction of any withholding taxes that the
Company is obligated to withhold with respect to the optionee). In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
shares attested to.

          (v) Annual Limit on Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.

SECTION 6. STOCK APPRECIATION RIGHTS

     (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an
Award entitling the recipient to receive shares of Stock having a value equal to
the excess of the Fair Market Value of the Stock on the date of exercise over
the exercise price of the Stock Appreciation Right, which price shall not be
less than 100 percent of the Fair Market Value of the Stock on the date of grant
(or more than the option exercise price per share, if the Stock Appreciation
Right was granted in tandem with a Stock Option) multiplied by the number of
shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised.

     (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

     A Stock Appreciation Right or applicable portion thereof granted in tandem
with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

     (c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:

          (i) Stock Appreciation Rights granted in tandem with Options shall be
exercisable at such time or times and to the extent that the related Stock
Options shall be exercisable.

          (ii) Upon exercise of a Stock Appreciation Right, the applicable
portion of any related Option shall be surrendered.


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SECTION 7. RESTRICTED STOCK AWARDS

     (a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award
entitling the recipient to acquire, at such purchase price (which may be zero)
as determined by the Administrator, shares of Stock subject to such restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Restricted Stock Award is contingent on the
grantee executing the Restricted Stock Award agreement. The terms and conditions
of each such agreement shall be determined by the Administrator, and such terms
and conditions may differ among individual Awards and grantees.

     (b) Rights as a Stockholder. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
grantee shall have the rights of a stockholder with respect to the voting of the
Restricted Stock, subject to such conditions contained in the written instrument
evidencing the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Stock shall be accompanied by a
notation on the records of the Company or the transfer agent to the effect that
they are subject to forfeiture until such Restricted Stock are vested as
provided in Section 7(d) below, and (ii) certificated Restricted Stock shall
remain in the possession of the Company until such Restricted Stock is vested as
provided in Section 7(d) below, and the grantee shall be required, as a
condition of the grant, to deliver to the Company such instruments of transfer
as the Administrator may prescribe.

     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award agreement. Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, if any, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price
from such grantee or such grantee's legal representative simultaneously with
such termination of employment (or other service relationship), and thereafter
shall cease to represent any ownership of the Company by the grantee or rights
of the grantee as a stockholder. Following such deemed reacquisition of unvested
Restricted Stock that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without consideration.

     (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, a grantee's
rights in


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any shares of Restricted Stock that have not vested shall automatically
terminate upon the grantee's termination of employment (or other service
relationship) with the Company and its Subsidiaries and such shares shall be
subject to the provisions of Section 7(c) above.

SECTION 8. DEFERRED STOCK AWARDS

     (a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of
phantom stock units to a grantee, subject to restrictions and conditions as the
Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing the Deferred Stock Award agreement.
The terms and conditions of each such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. At the end of the deferral period, the Deferred Stock Award, to
the extent vested, shall be paid to the grantee in the form of shares of Stock.

     (b) Election to Receive Deferred Stock Awards in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form
of a Deferred Stock Award. Any such election shall be made in writing and shall
be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator. The Administrator shall have the
sole right to determine whether and under what circumstances to permit such
elections and to impose such limitations and other terms and conditions thereon
as the Administrator deems appropriate. Any such deferred compensation shall be
converted to a fixed number of phantom stock units based on the Fair Market
Value of Stock on the date the compensation would otherwise have been paid to
the grantee but for the deferral.

     (c) Rights as a Stockholder. During the deferral period, a grantee shall
have no rights as a stockholder; provided, however, that the grantee may be
credited with Dividend Equivalent Rights with respect to the phantom stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.

     (d) Termination. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 14 below, in writing after
the Award agreement is issued, a grantee's right in all Deferred Stock Awards
that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.

SECTION 9. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

     Notwithstanding anything to the contrary contained herein, if any
Restricted Stock Award or Deferred Stock Award granted to a Covered Employee is
intended to qualify as "Performance-based Compensation" under Section 162(m) of
the Code and the regulations promulgated thereunder (a "Performance-based
Award"), such Award shall comply with the provisions se