DELTAPOINT INC, S-8, 1996-07-02

DELTAPOINT INC
S-8, 1996-07-02
PREPACKAGED SOFTWARE

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<PAGE>

As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
------------------------
DELTAPOINT, INC.

(Exact name of registrant as specified in its charter)

CALIFORNIA 7372 77-0216760
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or Classification Code Number) Identification No.)
organization)

22 LOWER RAGSDALE DRIVE
MONTEREY, CALIFORNIA 93940

(Address of principal executive offices) (Zip Code)

------------------------

DELTAPOINT, INC.
1995 STOCK OPTION PLAN
1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full title of the Plans)
------------------------

JOHN J. AMBROSE
CHIEF EXECUTIVE OFFICER
DELTAPOINT, INC.
22 LOWER RAGSDALE DRIVE
MONTEREY, CALIFORNIA

(Name and address of agent for service)
(408) 648-4000

(Telephone number, including area code, of agent for service)
------------------------

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ---------- --------- ----- ---

<S> <C> <C> <C> <C>
1995 Stock Option Plan
- ----------------------
Options 200,000 N/A N/A N/A
Common Stock (par value $.01) 200,000 $15.25 $3,050,000 $1,052

1990 Key Employee Incentive Stock
- ---------------------------------
Option Plan
- -----------
Options 38,922 N/A N/A N/A
Common Stock (par value $.01) 38,922 $15.25 $593,560.50 $205

- -----------------------------------------------------------------------------------------------------------

</TABLE>

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option Plan or the
1990 Key Employee Incentive Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of DeltaPoint, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of DeltaPoint, Inc. on June 26,
1996.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

DeltaPoint, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

(a) (i) The Registrant's report on Form 10-K for the fiscal year
ended December 31, 1995;

(ii) The Registrant's report on Form 10-Q for the fiscal
quarter ended March 31, 1996; and

(b) The Registrant's Registration Statement No. 0-27328 on Form
8-A filed with the SEC on December 4, 1995 pursuant to
Section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), together with amendments thereto,
in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.

All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4. DESCRIPTION OF SECURITIES

Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Section 204(a) of the California General Corporation
Law, the Registrant's Articles of Incorporation eliminate a director's
personal liability for monetary damages to the Registrant and its
shareholders arising from a breach or alleged breach of the director's
fiduciary duty, except for liability arising under Sections 310 and 316
of the California General Corporation Law or liability for (i) acts or
omissions that involve intentional misconduct or knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be
contrary to the best interests of the Registrant or its shareholders or
that involve the absence of good faith on the part of the director,
(iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been
aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to the Registrant or its shareholders and (v)
acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the Registrant
or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such
as an injunction or other forms of non-monetary relief would remain
available under California law.

Sections 204(a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors, officers, employees
and other agents in terms sufficiently broad to permit indemnification
(including reimbursement for expense) under certain circumstances for
liabilities arising under the 1933 Act. The Registrant's Articles of
Incorporation and Bylaws contain provisions covering indemnification of
corporate directors, officers and other agents against certain
liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or
agents, including proceedings under the 1933 Act or the 1934 Act. The
Company has entered into Indemnification Agreements with its directors
and executive officers.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

II-2

<PAGE>

Item 8. EXHIBITS

Exhibit Number Exhibit
- -------------- -------

5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.

23.1 Consent of Price Waterhouse LLP, Independent Accountants.

23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.

24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.

99.1 1995 Stock Option Plan.

99.2 Form of Notice of Grant to be generally used in connection
with the 1995 Stock Option Plan (incorporated by reference
to Registration Statement No. 333-2192 on Form S-8 filed
with the SEC on March 6, 1996).

99.3 Form of Stock Option Agreement to be generally used in
connection with the 1995 Stock Option Plan (incorporated
by reference to Registration Statement No. 333-2192 on
Form S-8 filed with the SEC on March 6, 1996).

99.4 Addendum to Stock Option Agreement (Involuntary
Termination) (incorporated by reference to Registration
Statement No. 333-2192 on Form S-8 filed with the SEC on
March 6, 1996).

99.5 Addendum to Stock Option Agreement (Limited Stock
Appreciation Right) (incorporated by reference to
Registration Statement No. 333-2192 on Form S-8 filed with
the SEC on March 6, 1996).

99.6 Stock Purchase Agreement (incorporated by reference to
Registration Statement No. 333-2192 on Form S-8 filed with
the SEC on March 6, 1996).

99.7 Form of Notice of Grant (Non-Employee Director - Initial
Grant) to be generally used in connection with the
automatic grant program of the 1995 Stock Option Plan
(incorporated by reference to Registration Statement No.
333-2192 on Form S-8 filed with the SEC on March 6, 1996).

99.8 Form of Notice of Grant (Non-Employee Director - Annual
Grant) to be generally used in connection with the
automatic grant program of the 1995 Stock Option Plan
(incorporated by reference to Registration Statement No.
333-2192 on Form S-8 filed with the SEC on March 6, 1996).

99.9 Form of Stock Option Agreement (Non-Employee Director) to
be generally used in connection with the automatic grant
program of the 1995 Stock Option Plan (incorporated by
reference to Registration Statement No. 333-2192 on Form
S-8 filed with the SEC on March 6, 1996).

99.10 1990 Key Employee Incentive Stock Option Plan.

99.11 Key Employee Incentive Stock Option Grant Agreement.

Item 9. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the 1933 Act,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement; (2) that for the purpose of
determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the Registrant's 1995 Stock Option
Plan and the 1990 Key Employee Incentive Stock Option Plan.

II-3

<PAGE>

B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference into
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the indemnification
provisions summarized in Item 6 or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8,
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Monterey, State of California on this 1st day of July, 1996.

DELTAPOINT, INC.

By: /S/ John J. Ambrose
----------------------------------------
John J. Ambrose
Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of DeltaPoint,
Inc., a California corporation, do hereby constitute and appoint John
J. Ambrose and Donald B. Witmer, and either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which
said attorneys and agents, and either one of them, determine may be
necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement, and
to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and
confirms that all said attorneys and agents, or either one of them,
shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/S/ John J. Ambrose Chief Executive Officer and July 1, 1996
- -------------------------------- Director
John J. Ambrose (Principal Executive Officer)

/S/ Donald B. Witmer Vice President of Finance and July 1, 1996
- -------------------------------- Administration, Chief
Donald B. Witmer Financial Officer, Chief
Operating Officer and
Director (Principal Financial
and Accounting Officer)

II-5

<PAGE>

Signature Title Date
- --------- ----- ----

Vice President of , 1996
- -------------------------------- Development ------- --
William G. Pryor and Director

/S/ John Hummer Director July 1, 1996
- --------------------------------
John Hummer

/S/ Christopher Schember Director June 17, 1996
- --------------------------------
Christopher Schember

II-6

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

DELTAPOINT, INC.

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
<S> <C> <C>
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.

23.1 Consent of Price Waterhouse LLP, Independent Accountants.

23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.

24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.

99.1 1995 Stock Option Plan.

99.3 Form of Stock Option Agreement to be generally used in
connection with the 1995 Stock Option Plan (incorporated by
reference to Registration Statement No. 333-2192 on Form
S-8 filed with the SEC on March 6, 1996).

99.4 Addendum to Stock Option Agreement (Involuntary
Termination) (incorporated by reference to Registration
Statement No. 333-2192 on Form S-8 filed with the SEC on
March 6, 1996).

99.5 Addendum to Stock Option Agreement (Limited Stock
Appreciation Right) (incorporated by reference to
Registration Statement No. 333-2192 on Form S-8 filed with
the SEC on March 6, 1996).

99.6 Stock Purchase Agreement (incorporated by reference to
Registration Statement No. 333-2192 on Form S-8 filed with
the SEC on March 6, 1996).

99.10 1990 Key Employee Incentive Stock Option Plan.

99.11 Key Employee Incentive Stock Option Grant Agreement.
</TABLE>

<PAGE>

EXHIBIT 5

Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP

<PAGE>

[LETTERHEAD]

July 1, 1996

DeltaPoint, Inc.
22 Lower Ragsdale Drive
Monterey, CA 93940

Re: DeltaPoint, Inc. Registration Statement for
Offering of 200,000 Shares of Common Stock under the 1995
Stock Option Plan and 38,922 Shares of Common Stock under
the 1990 Key Employee Incentive Stock Option Plan

Ladies and Gentlemen:

We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 200,000 shares of
Common Stock under the 1995 Stock Option Plan ("1995 Plan") and 38,922 shares of
Common Stock under the 1990 Key Employee Incentive Stock Option Plan ("1990
Plan"). We advise you that, in our opinion, when such shares have been issued
and sold pursuant to the applicable provisions of the 1995 Plan and the 1990
Plan and in accordance with the Registration Statement, such shares will be
validly issued, fully paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

Very truly yours,

/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP

<PAGE>

EXHIBIT 23.1

Consent of Price Waterhouse LLP, Independent Accountants

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1996 appearing on page
F-2 of DeltaPoint, Inc.'s Annual Report on Form 10-KSB for the year ended
December 31, 1995.

/s/ PRICE WATERHOUSE LLP
San Jose, California
June 28, 1996

<PAGE>

EXHIBIT 99.1

1995 Stock Option Plan

<PAGE>

DELTAPOINT, INC.
1995 STOCK OPTION PLAN

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This 1995 Stock Option Plan is intended to promote the interests of
DeltaPoint, Inc., a California corporation, by providing eligible persons with
the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into two separate equity programs:

(i) the Discretionary Option Grant Program under which
eligible persons may, at the discretion of the Plan Administrator, be
granted options to purchase shares of Common Stock, and

(ii) the Automatic Option Grant Program under which
Eligible Directors shall automatically receive option grants at
periodic intervals to purchase shares of Common Stock.

B. The provisions of Articles One and Four shall apply to all equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

III. ADMINISTRATION OF THE PLAN

A. The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant Program with respect to Section 16
Insiders. No non-employee Board member shall be eligible to serve on the
Primary Committee if such individual has, during the twelve (12)-month period
immediately preceding the date of his or her appointment to the Committee or (if
shorter) the period commencing with the Section 12(g) Registration Date and
ending with the date of his or her appointment to the Primary Committee,
received an option grant or direct stock issuance under the Plan or any other
stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary), other than pursuant to the Automatic
Option Grant Program.

<PAGE>

B. Administration of the Discretionary Option Grant Program with
respect to all other persons eligible to participate in those programs may, at
the Board's discretion, be vested in the Primary Committee or a Secondary
Committee, or the Board may retain the power to administer those programs with
respect to all such persons. The members of the Secondary Committee may be
Board members who are Employees eligible to receive discretionary option grants
or direct stock issuances under the Plan or any stock option, stock
appreciation, stock bonus or other stock plan of the Corporation (or any Parent
or Subsidiary).

C. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and shall be subject to
removal by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

D. The Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Discretionary Option Grant Program and to make such
determinations under, and issue such interpretations of, the provisions of such
program and any outstanding options thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Discretionary Option Grant Program under its
jurisdiction or any option thereunder.

E. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants made under the Plan.

F. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to option
grants made thereunder.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary Option
Grant Program are as follows:

(i) Employees,

(ii) non-employee members of the Board (other than
those serving as members of the Primary Committee) or the board of
directors of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who
provide services to the Corporation (or any Parent or Subsidiary).

<PAGE>

B. The Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to the
provisions of the Plan) to determine, with respect to the option grants under
the Discretionary Option Grant Program, which eligible persons are to receive
option grants, the time or times when such option grants are to be made, the
number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times at which each option is to become exercisable and the vesting schedule (if
any) applicable to the option shares and the maximum term for which the option
is to remain outstanding.

C. The individuals eligible to receive option grants under the
Automatic Option Grant Program shall be (i) those individuals who are serving as
non-employee Board members on the Automatic Option Grant Program Effective Date
or who are first elected or appointed as non-employee Board members after such
date, whether through appointment by the Board or election by the Corporation's
shareholders, and (ii) those individuals who continue to serve as non-employee
Board members after one or more Annual Shareholders Meetings held after the
Automatic Option Grant Program Effective Date. A non-employee Board member who
has previously been in the employ of the Corporation (or any Parent or
Subsidiary) shall not be eligible to receive an option grant under the Automatic
Option Grant Program on the Automatic Option Grant Program Effective Date or at
the time he or she first becomes a non-employee Board member, but such
individual shall be eligible to receive periodic option grants under the
Automatic Option Grant Program upon his or her continued service as a non-
employee Board member following one or more Annual Shareholders Meetings.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 820,000
shares.(1)

B. No one person participating in the Plan may receive options and
separately exercisable stock appreciation rights for more than 360,000 shares of
Common Stock over the term of the Plan, exclusive of options and separately
exercisable stock appreciation rights granted prior to January 1, 1996.

C. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation-regrant provisions of Article
Two. All shares issued under the Plan, whether or not those shares are
subsequently repurchased by the Corporation pursuant to its repurchase rights
under the Plan, shall reduce on a share-for-share basis the number of shares of
Common Stock available for subsequent

- -----------------------
(1) Reflects the additional 200,000-share increase authorized by the Board on
February 15, 1996 and April 22, 1996, and approved by the shareholders at the
1996 Annual Shareholders Meeting.

<PAGE>

issuance under the Plan. In addition, should the exercise price of an option
under the Plan be paid with shares of Common Stock or should shares of Common
Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option under the Plan, then the number of shares of Common Stock available
for issuance under the Plan shall be reduced by the gross number of shares for
which the option is exercised, and not by the net number of shares of Common
Stock issued to the holder of such option.

D. Should any change be made to the Common Stock 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 the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which any one
person may be granted options and separately exercisable stock appreciation
rights over the term of the Plan, (iii) the number and/or class of securities
for which automatic option grants are to be subsequently made per Eligible
Director under the Automatic Option Grant Program and (iv) the number and/or
class of securities and the exercise price per share in effect under each
outstanding option in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Plan Administrator shall be
final, binding and conclusive.

<PAGE>

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; PROVIDED, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. EXERCISE PRICE.

1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in one or more
of the forms specified below:

(i) cash or check made payable to the Corporation,

(ii) shares of Common Stock held for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

(iii) to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to
which the Optionee shall concurrently provide irrevocable written
instructions to (a) a Corporation-designated brokerage firm to effect
the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate exercise price payable
for the purchased shares plus all applicable Federal, state and local
income and employment taxes required to be withheld by the Corporation
by reason of such exercise and (b) the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm
in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

<PAGE>

B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option. However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

C. EFFECT OF TERMINATION OF SERVICE.

1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

(i) Any option outstanding at the time of the
Optionee's cessation of Service for any reason shall remain
exercisable for such period of time thereafter as shall be determined
by the Plan Administrator and set forth in the documents evidencing
the option, but no such option shall be exercisable after the
expiration of the option term.

(ii) Any option exercisable in whole or in part 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.

(iii) During the applicable post-Service exercise
period, the option may not be exercised in the aggregate for more than
the number of vested shares for which the option is exercisable on the
date of the Optionee's cessation of Service. Upon the expiration of
the applicable exercise period or (if earlier) upon the expiration of
the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been
exercised. However, the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding to the
extent it is not exercisable for vested shares on the date of such
cessation of Service.

(iv) Should the Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall
terminate immediately and cease to be outstanding.

(v) In the event of a Corporate Transaction, the
provisions of Section III of this Article Two shall govern the period
for which the outstanding options are to remain exercisable following
the Optionee's cessation of Service and shall supersede any provisions
to the contrary in this section.

2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

(i) extend the period of time for which the option is
to remain exercisable following the Optionee's cessation of Service
from the period

<PAGE>

otherwise in effect for that option to such greater period of time as the
Plan Administrator shall deem appropriate, but in no event beyond the
expiration of the option term, and/or

(ii) permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the
number of vested shares of Common Stock for which such option is
exercisable at the time of the Optionee's cessation of Service but
also with respect to one or more additional installments in which the
Optionee would have vested under the option had the Optionee continued
in Service.

D. SHAREHOLDER RIGHTS. The holder of an option shall have no
shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. REPURCHASE RIGHTS. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right.

F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. However, a Non-Statutory Option
may be assigned in accordance with the terms of a Qualified Domestic Relations
Order. The assigned option may only be exercised by the person or persons who
acquire a proprietary interest in the option pursuant to such Qualified Domestic
Relations Order. The terms applicable to the assigned option (or portion
thereof) shall be the same as those in effect for the option immediately prior
to such assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem appropriate

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options when
issued under the Plan shall NOT be subject to the terms of this Section II.

A. ELIGIBILITY. Incentive Options may only be granted to Employees.

B. EXERCISE PRICE. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

<PAGE>

C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one (1) calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

D. 10% SHAREHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the 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. However, an outstanding option shall NOT so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant. The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

C. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Corporate Transaction, whether
or not those options are to be assumed or replaced (or those repurchase rights
are to be assigned) in the Corporate Transaction.

<PAGE>

D. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

E. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan on both an aggregate and per
Optionee basis following the consummation of such Corporate Transaction and (ii)
the exercise price payable per share under each outstanding option, PROVIDED the
aggregate exercise price payable for such securities shall remain the same.

F. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time, shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within twelve (12) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for fully-
vested shares until the EARLIER of (i) the expiration of the option term or (ii)
the expiration of the one (1)-year period measured from the effective date of
the Involuntary Termination.

G. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to (i) provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Change in Control or (ii)
condition any such option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent Involuntary Termination of the Optionee's
Service within a specified period following the effective date of such Change in
Control. Any options accelerated in connection with a Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.

H. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

I. The grant of options under the Discretionary Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

<PAGE>

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new option grant date.

V. STOCK APPRECIATION RIGHTS

A. The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

B. The following terms shall govern the grant and exercise of tandem
stock appreciation rights:

(i) One or more Optionees may be granted the right,
exercisable upon such terms as the Plan Administrator may establish,
to elect between the exercise of the underlying option for shares of
Common Stock and the surrender of that option in exchange for a
distribution from the Corporation in an amount equal to the excess of
(A) the Fair Market Value (on the option surrender date) of the number
of shares in which the Optionee is at the time vested under the
surrendered option (or surrendered portion thereof) over (B) the
aggregate exercise price payable for such shares.

(ii) No such option surrender shall be effective unless
it is approved by the Plan Administrator. If the surrender is so
approved, then the distribution to which the Optionee shall be
entitled may be made in shares of Common Stock valued at Fair Market
Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion
deem appropriate.

(iii) If the surrender of an option is rejected by the
Plan Administrator, then the Optionee shall retain whatever rights the
Optionee had under the surrendered option (or surrendered portion
thereof) on the option surrender date and may exercise such rights at
any time prior to the LATER of (A) five (5) business days after the
receipt of the rejection notice or (B) the last day on which the
option is otherwise exercisable in accordance with the terms of the
documents evidencing such option, but in no event may such rights be
exercised more than ten (10) years after the option grant date.

C. The following terms shall govern the grant and exercise of
limited stock appreciation rights:

10.

<PAGE>

(i) One or more Section 16 Insiders may be granted
limited stock appreciation rights with respect to their outstanding
options.

(ii) Upon the occurrence of a Hostile Take-Over, each
such individual holding one or more options with such a limited stock
appreciation right in effect for at least six (6) months shall have
the unconditional right (exercisable for a thirty (30)-day period
following such Hostile Take-Over) to surrender each such option to the
Corporation, to the extent the option is at the time exercisable for
vested shares of Common Stock. In return for the surrendered option,
the Optionee shall receive a cash distribution from the Corporation in
an amount equal to the excess of (A) the Take-Over Price of the shares
of Common Stock which are at the time vested under each surrendered
option (or surrendered portion thereof) over (B) the aggregate
exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the option surrender date.

(iii) Neither the approval of the Plan Administrator nor
the consent of the Board shall be required in connection with such
option surrender and cash distribution.

(iv) The balance of the option (if any) shall continue
in full force and effect in accordance with the documents evidencing
such option.

11.

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ARTICLE THREE

AUTOMATIC OPTION GRANT PROGRAM

I. OPTION TERMS

A. GRANT DATES. Option grants shall be made on the dates specified
below:

1. Each Eligible Director who is a non-employee Board member on
the date on which the Underwriting Agreement is executed and each Eligible
Director who is first elected or appointed as a non-employee Board member after
the Automatic Option Grant Program Effective Date shall automatically be
granted, on the date on which the Underwriting Agreement is executed or on the
date of such initial election or appointment (as the case may be), an initial
Non-Statutory Option to purchase 20,000 shares of Common Stock. No eligible
director may receive more than one initial 20,000-share option grant.

2. On the date of each Annual Shareholders Meeting, beginning
with the 1997 Annual Shareholders Meeting, each individual who is to continue to
serve as an Eligible Director after such meeting, shall automatically be
granted, whether or not such individual is standing for re-election as a Board
member at that Annual Shareholders Meeting, a Non-Statutory Option to purchase
an additional 1,000 shares of Common Stock, provided such individual has served
as a non-employee Board member for at least six (6) months prior to the date of
such Annual Shareholders Meeting. There shall be no limit on the number of such
1,000-share option grants any one Eligible Director may receive over his or her
period of Board service.

B. EXERCISE PRICE.

1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

C. OPTION TERM. Each option shall have a term of ten (10) years
measured from the option grant date.

D. EXERCISE AND VESTING OF OPTIONS. Each option shall be
immediately exercisable for any or all of the option shares. However, any
shares purchased under the option shall be subject to repurchase by the
Corporation, at the exercise price paid per share, upon the Optionee's cessation
of Board service prior to vesting in those shares. Each grant shall vest, and
the Corporation's repurchase right shall lapse, in a series of three (3) equal
and successive annual installments over the Optionee's period of continued
service as a Board member, with the first such

12.

<PAGE>

installment to vest upon the Optionee's completion of one (1) year of Board
service measured from the option grant date.

E. EFFECT OF TERMINATION OF BOARD SERVICE. The following provisions
shall govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

(i) The Optionee (or, in the event of Optionee's death, the
personal representative of the Optionee's estate or 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) shall
have a twelve (12)-month period following the date of such cessation
of Board service in which to exercise each such option.

(ii) During the twelve (12)-month exercise period, the
option may not be exercised in the aggregate for more than the number
of vested shares of Common Stock for which the option is exercisable
at the time of the Optionee's cessation of Board service.

(iii) Should the Optionee cease to serve as a Board
member by reason of death or Permanent Disability, then all shares at
the time subject to the option shall immediately vest so that such
option may, during the twelve (12)-month exercise period following
such cessation of Board service, be exercised for all or any portion
of such shares as fully-vested shares of Common Stock.

(iv) In no event shall the option remain exercisable after
the expiration of the option term. Upon the expiration of the twelve
(12)-month exercise period or (if earlier) upon the expiration of the
option term, the option shall terminate and cease to be outstanding
for any vested shares for which the option has not been exercised.
However, the option shall, immediately upon the Optionee's cessation
of Board service, terminate and cease to be outstanding to the extent
it is not exercisable for vested shares on the date of such cessation
of Board service.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of such shares as fully-
vested shares of Common Stock. Immediately following the consummation of the
Corporate Transaction, each automatic option grant shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

B. In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full

13.

<PAGE>

so that each such option shall, immediately prior to the effective date of the
Change in Control, become fully exercisable for all of the shares of Common
Stock at the time subject to such option and may be exercised for all or any
portion of such shares as fully-vested shares of Common Stock. Each such option
shall remain exercisable for such fully-vested option shares until the
expiration or sooner termination of the option term or the surrender of the
option in connection with a Hostile Take-Over.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
automatic option held by him or her for a period of at least six (6) months.
The Optionee shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of the
shares of Common Stock at the time subject to the surrendered option (whether or
not the Optionee is otherwise at the time vested in those shares) over (ii) the
aggregate exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the surrender of the option to the
Corporation. No approval or consent of the Board shall be required in
connection with such option surrender and cash distribution.

D. The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

III. AMENDMENT OF THE AUTOMATIC OPTION GRANT PROGRAM

The provisions of this Automatic Option Grant Program, together with
the option grants outstanding thereunder, may not be amended at intervals more
frequently than once every six (6) months, other than to the extent necessary to
comply with applicable Federal income tax laws and regulations.

IV. REMAINING TERMS

The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.

14.

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ARTICLE FOUR

MISCELLANEOUS

I. FINANCING

A. The Plan Administrator may permit any Optionee to pay the option
exercise price under the Discretionary Option Grant Program by delivering a
promissory note payable in one or more installments. The terms of any such
promissory note (including the interest rate and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion. Promissory
notes may be authorized with or without security or collateral. In all events,
the maximum credit available to the Optionee may not exceed the sum of (i) the
aggregate option exercise price payable for the purchased shares plus (ii) any
Federal, state and local income and employment tax liability incurred by the
Optionee in connection with the option exercise.

B. The Plan Administrator may, in its discretion, determine that one
or more such promissory notes shall be subject to forgiveness by the Corporation
in whole or in part upon such terms as the Plan Administrator may deem
appropriate.

II. TAX WITHHOLDING

A. The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or stock appreciation rights under the Plan shall
be subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.

B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options under the Plan (other than the options granted
under the Automatic Option Grant Program) with the right to use shares of Common
Stock in satisfaction of all or part of the Taxes incurred by such holders in
connection with the exercise of their options. Such right may be provided to
any such holder in either or both of the following formats:

(i) STOCK WITHHOLDING: The election to have the
Corporation withhold, from the shares of Common Stock otherwise
issuable upon the exercise of such Non-Statutory Option, a portion of
those shares with an aggregate Fair Market Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%))
designated by the holder.

(ii) STOCK DELIVERY: The election to deliver to the
Corporation, at the time the Non-Statutory Option is exercised, one or
more shares of Common Stock previously acquired by such holder (other
than in connection with the option exercise triggering the Taxes) with
an aggregate Fair Market Value equal to the percentage of the Taxes
(not to exceed one hundred percent (100%)) designated by the holder.

15.

<PAGE>

III. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Discretionary Option Grant Program became effective on the
Plan Effective Date and options may be granted under the Discretionary Option
Grant Program from and after the Plan Effective Date. The Automatic Option
Grant Program became effective on the Automatic Option Grant Program Effective
Date. The Plan was approved by shareholders in December 1995.

B. On February 15, 1996, the Board adopted a restatement of the Plan
to (i) increase the number of shares issuable under the Plan by 200,000 shares
and (ii) limit the maximum number of shares that any Optionee may receive in the
aggregate over the term of the Plan to 360,000 shares, exclusive of option
grants and separately exercisable stock appreciation rights made prior to
January 1, 1996. These amendments were approved by the Corporation's
shareholders at the 1996 Annual Shareholders Meeting. The provisions of the
1996 restatement of the Plan shall apply only to options granted under the Plan
from and after the effective date of such restatement. All options issued and
outstanding under the Plan immediately prior to the 1996 restatement of the Plan
shall continue to be governed by the terms and conditions of the Plan (and the
instrument evidencing each such option) as in effect on the date each such
option was previously granted, and nothing in the 1996 restatement shall be
deemed to affect or otherwise modify the rights or obligations of the holders of
such options with respect to the acquisition of shares of Common Stock
thereunder.

C. The Plan shall terminate upon the EARLIEST of (i) November 7,
2005, (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise of the options under the Plan or
(iii) the termination of all outstanding options in connection with a Corporate
Transaction. Upon such Plan termination, all options outstanding on such date
shall thereafter continue to have force and effect in accordance with the
provisions of the documents evidencing such options.

IV. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects. However, (i) no such
amendment or modification shall adversely affect the rights and obligations with
respect to options or stock appreciation rights at the time outstanding under
the Plan unless the Optionee consents to such amendment or modification, and
(ii) any amendment made to the Automatic Option Grant Program (or any options
outstanding thereunder) shall be in compliance with the limitations of that
program. In addition, the Board shall not, without the approval of the
Corporation's shareholders, (i) materially increase the maximum number of shares
issuable under the Plan, the number of shares for which options may be granted
under the Automatic Option Grant Program or the maximum number of shares for
which any one person may be granted options or separately exercisable stock
appreciation rights in the aggregate over the term of the Plan, except for
permissible adjustments in the event of certain changes in the Corporation's
capitalization, (ii) materially modify the eligibility requirements for Plan
participation or (iii) materially increase the benefits accruing to Plan
participants.

16.

<PAGE>

B. Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant Program that are in excess of the number of
shares then available for issuance under the Plan, provided any excess shares
actually issued under those programs are held in escrow until there is obtained
shareholder approval of an amendment sufficiently increasing the number of
shares of Common Stock available for issuance under the Plan. If such
shareholder 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 Corporation shall promptly refund to the Optionees the
exercise 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.

V. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

VI. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any option or
stock appreciation right under the Plan and the issuance of any shares of Common
Stock upon the exercise of any option or stock appreciation right shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the options and
stock appreciation rights granted under it and the shares of Common Stock issued
pursuant to it.

B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee 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 Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee, which rights
are hereby expressly reserved by each, to terminate such person's Service at any
time for any reason, with or without cause.

17.

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APPENDIX

The following definitions shall be in effect under the Plan:

A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under the Plan.

B. AUTOMATIC OPTION GRANT PROGRAM EFFECTIVE DATE shall mean the date on
which the Plan is adopted by the Board.

C. BOARD shall mean the Corporation's Board of Directors.

D. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation), of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender
or exchange offer made directly to the Corporation's shareholders
which the Board does not recommend such shareholders to accept, or

(ii) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of
the Board members described in clause (A) who were still in office at
the time the Board approved such election or nomination.

E. CODE shall mean the Internal Revenue Code of 1986, as amended.

F. COMMON STOCK shall mean the Corporation's common stock.

G. CORPORATE TRANSACTION shall mean either of the following shareholder-
approved transactions to which the Corporation is a party:

A-i

<PAGE>

(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction; or

(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation
or dissolution of the Corporation.

H. CORPORATION shall mean DeltaPoint, Inc., a California corporation.

I. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary option
grant program in effect under the Plan.

J. DOMESTIC RELATIONS ORDER shall mean any judgment, decree or order
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.

K. ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

L. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

M. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

N. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in
question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market or any successor
system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

(ii) If the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If

A-ii

<PAGE>

there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.

(iii) For purposes of option grants made on the
date the Underwriting Agreement is executed and the initial public
offering price of the Common Stock is established, the Fair Market
Value shall be deemed to be equal to the established initial offering
price per share. For purposes of option grants made prior to such
date, the Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan
Administrator shall deem appropriate.

O. HOSTILE TAKE-OVER shall mean a change in ownership of the Corporation
effected through the following transaction:

(i) the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's
shareholders which the Board does not recommend such shareholders to
accept, AND

(ii) more than fifty percent (50%) of the securities so
acquired are accepted from persons other than Section 16 Insiders.

P. INCENTIVE OPTION shall mean an option which satisfies the requirements
of Code Section 422.

Q. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

(i) such individual's involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following
(A) a change in his or her position with the Corporation which
materially reduces his or her level of responsibility, (B) a reduction
in his or her level of compensation (including base salary, fringe
benefits and participation in corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a
relocation of such individual's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without the individual's
consent.

A-iii

<PAGE>

R. MISCONDUCT shall mean 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 Corporation (or any Parent
or Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee or other person in the Service of the Corporation (or any Parent or
Subsidiary).

S. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

T. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

U. OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program.

V. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

W. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or more.

X. PLAN shall mean the Corporation's 1995 Stock Option Plan, as set forth
in this document.

Y. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant Program with respect to one or more
classes of eligible persons, to the extent such entity is carrying out its
administrative functions under those programs with respect to the persons under
its jurisdiction.

Z. PLAN EFFECTIVE DATE shall mean the date on which the Plan is adopted
by the Board.

AA. PRIMARY COMMITTEE shall mean the committee of two (2) or more non-
employee Board members appointed by the Board to administer the Discretionary
Option Grant Program with respect to Section 16 Insiders.

BB. QUALIFIED DOMESTIC RELATIONS ORDER shall mean a Domestic Relations
Order which substantially complies with the requirements of Code Section 414(p).
The Plan

A-iv

<PAGE>

Administrator shall have the sole discretion to determine whether a Domestic
Relations Order is a Qualified Domestic Relations Order.

CC. SECONDARY COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to administer the Discretionary Option Grant
Program with respect to eligible persons other than Section 16 Insiders.

DD. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

EE. SECTION 12(g) REGISTRATION DATE shall mean the first date on which the
Common Stock is registered under Section 12(g) of the 1934 Act.

FF. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

GG. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

HH. SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

II. TAKE-OVER PRICE shall mean the GREATER of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over. However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

JJ. TAXES shall mean the Federal, state and local income and employment
tax liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of those options or the
vesting of those shares.

KK. 10% SHAREHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

LL. UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

A-v

<PAGE>

EXHIBIT 99.10

1990 Key Employee Incentive Stock Option Plan

<PAGE>

RESTATEMENT AND AMENDMENT

BY THE ENTIRETY

OF THE

DELTAPOINT, INC.

1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN

THIS RESTATEMENT AND AMENDMENT BY THE ENTIRETY OF THE
DELTAPOINT, INC. 1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN (the "Plan"),
originally adopted by the Board of Directors (the "Board") of DELTAPOINT, INC.,
a California corporation (the "Company"), and approved by the Company's
Shareholders effective July 1, 1990 (the "Effective Date"), is hereby restated
and amended in its entirety (the "Amendment") in accordance with the terms of
Paragraph 11 of the Plan, to comply with Release No. 34-28869 of the Securities
and Exchange Commission ("SEC") dated February 8, 1991, to comply with recent
changes to the Internal Revenue Code and to modify and add certain provisions to
the Plan. This Amendment has been adopted by the Board and shall be effective
June 17, 1992 (the "Amendment Date") for all purposes, subject only to being
ratified by the Company's Shareholders.

1. PURPOSE.

The purpose of the Plan is to promote the growth and general
prosperity of the Company and its subsidiaries by permitting the Company, by
grant of Options to purchase shares of its Common Stock, to attract and retain
the best available personnel for positions of substantial responsibility and to
provide certain key employees with an additional incentive to contribute to the
success of the Company and its subsidiaries.

2. ADMINISTRATION.

The Plan shall be administered by the Board of the Company or by
any committee of Directors authorized by the Board to act on its behalf to
administer the Plan (herein referred to as the "Committee"). (All references to
the Board made herein shall include the Committee, if authorized.)

Subject to the provisions of the Plan, the Board shall have sole
authority, in its absolute discretion, to determine which of the eligible
employees of the Company and its subsidiaries shall receive Options, the time
when Options shall be granted, the terms and conditions of exercise of such
Options (which may differ from one another), and the number of shares to be
optioned. The Board shall have authority to do everything necessary or
appropriate to administer the Plan including, without limitation, interpreting
the Plan. All decisions, determinations and interpretations of the Board shall
be final and binding on all optionees.

<PAGE>

No member of the Committee, while a member, shall be eligible to
participate in this Plan. In the event that the Board does not appoint the
Committee, no member of the Board shall be eligible to participate in this Plan
unless the grant of an Option to such member shall be approved by the other
members of the Board, a majority of whom shall not be participants in this Plan.

Options shall be evidenced by written agreements (which need not
be identical) in such form as the Board may from time to time approve. Such
instruments shall conform to the terms and conditions set forth in the Plan and
may contain such other provisions as the Board deems advisable, which are not
inconsistent with the Plan, including restrictions applicable to shares of
Common Stock issuable upon exercise of Options.

No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under the Plan.

3. STOCK TO BE OPTIONED.

Subject to the provisions of Paragraph 12, the maximum aggregate
number of shares which may be optioned and sold under the Plan is 206,290 shares
of authorized, but unissued, or reacquired Common Stock of the Company. In the
event any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject thereto shall
again be available for grants of Options under the Plan.

4. ELIGIBILITY.

The Board may grant Options to any key employee of the Company,
or of any of its subsidiaries presently in existence or hereinafter organized or
acquired. Granting of any Option to an employee shall neither entitle the
employee to, nor disqualify the employee from, participation in any other grant
of Option or any other compensation plan of the Company or its subsidiaries.

5. SHAREHOLDER RATIFICATION.

The Plan was adopted by the Board of the Company, contingent on
Shareholder ratification within one (1) year of the date of adoption by the
Board, which occurred on May 31, 1990. This Amendment has been adopted by the
Board, contingent on Shareholder ratification pursuant to Subparagraph 11.1.

6. TERM.

The Plan became effective as of July 1, 1990. It shall continue
in effect for a term of ten (10) years until June 30, 2000, unless sooner
terminated under Paragraph 11.

<PAGE>

7. VESTING OF OPTIONS.

7.1 Options shall vest in installments. The first such
installment, for 25% of the total number of option shares granted, shall vest
one (1) year after the date of grant. Thereafter, the remainder of the option
shares shall vest on a monthly basis over the succeeding three (3) years, in
equal installments. In all such cases, the last installment shall vest not later
than four (4) years after the grant of the Option. In no event shall an Option
be exercised after the expiration of ten (10) years from the date of grant.

If the Option shares are not divided into installments as
provided herein, the Board may establish any date certain, not later than five
(5) years from the date of grant on which the Option shall vest.

Subject to the further restrictions contained in this Paragraph,
an Option may be exercised as installments vest and at any time thereafter with
respect to all or part of the whole shares covered by such vested installments,
but in no event may any Option granted under this plan be exercised later than
June 29, 2010. However, if the employee receiving the Option owns, at the time
the Option is granted, stock possessing more than ten (10) percent of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary, if any, the Board shall make such Option by its terms not
exercisable after the expiration of five (5) years from the date said Option is
granted.

An Option may be exercised in accordance with this Section
(subject to Paragraphs 9.0 and 10.0) as to all or any portion of the whole
shares subject to the Option from time to time, but shall not be exercisable
with respect to fractions of a share.

Notwithstanding the preceding paragraphs of this Subparagraph
7.1, in the event the Company or the Shareholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or stock of the
Company by means of a sale, a reorganization, a liquidation, or otherwise, an
Option shall immediately vest with respect to the full number of shares subject
to the Option. Such Option may be exercised during the period commencing on the
date of such agreement and ending when the disposition of assets or stock
contemplated by the agreement is consummated or the agreement is terminated.

7.2 An Option shall be deemed exercised when written notice
of such exercise has been given to the Company at its principal business office
by the person entitled to exercise the Option and full payment has been received
by the Company for the shares with respect to which the Option is exercised.
Notwithstanding the exercise of the Option, until the issuance of the stock
certificates, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to optioned shares. No adjustment will be
made for a dividend or other rights for which the record date is prior to the
date the stock certificate is issued except as provided in Paragraph 12.0.

<PAGE>

7.3 An Option holder may pay for the shares under option at
the time of exercise either with cash or with stock of the Company as provided
for by I.R.C. Section 422(c)(4).

8. OPTION PRICE.

The Board shall establish an Option price not less than the Fair
Market Value of the stock at the time such Option is granted. However, if the
employee receiving the Option owns, at the time the Option is granted, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation, if
any, the Board shall establish an Option price of not less than one hundred ten
percent (110%) of the Fair Market Value of the stock subject to the Option.
Notwithstanding the foregoing, the Board shall be authorized, with the written
consent of the Option holder, to reprice outstanding Options which have been
determined to be economically unfeasible due to a decline in the Fair Market
Value; provided, however, that such repricing shall establish an Option price of
not less than the Fair Market Value of the stock at the time such action is
taken, and shall, in all other respects, be consistent with the terms of the
Plan.

9. OPTION IS PERSONAL TO EMPLOYEE.

An Option may be exercised by the employee only if the employee
has been in the Continuous Employment of the Company, its subsidiaries, its
parent, or its successor companies since the date of the grant of the Option;
provided, however, that an Option may continue to be exercised within the
earlier of sixty (60) days after (i) the day the employee ceases to be in the
Continuous Employment of the Company, or (ii) the last day on which the employee
was, in his or her relationship to the Company, a person subject to Section 16
of the Securities Act of 1934 (but in no event less than thirty (30) days
following termination of service). If, however, the employee's Continuous
Employment terminates by reason of the employee's death, to the extent that
installments have vested and remain unexercised on the date of the employee's
death, such vested Options of the deceased employee may be exercised at any time
within one (1) year after the death of such employee, but in no event later than
June 29, 2010, by (and only by) the person or persons to whom the deceased
employee's rights under such Option shall have passed by will or by the laws of
descent and distribution. However, if an employee holding an otherwise valid
Option ceases to be in the Continuous Employment of the Company as a result of
being disabled within the meaning of I.R.C. Section 22(e)(3), the employee may
exercise such Option (to the extent that installments have vested and remain
unexercised on the date of the employee's becoming disabled) within one (1) year
of the employee's ceasing to be in the Continuous Employment of the Company by
reason of such disability, subject to the same limitations as in the case of
death.

Options under the Plan may not be sold, pledged, assigned or
transferred in any manner otherwise than by will or the laws of descent and
distribution, and may be exercised during the lifetime of an employee only by
such employee. Nothing in the Plan shall be deemed to give any employee the
right to be retained in employment by the Company or its subsidiaries for any
period of time.

<PAGE>

10. MAXIMUM OPTIONS PER EMPLOYEE.

If Options for stock having a Fair Market Value of more than One
Hundred Thousand Dollars ($100,000.00) are granted to any one employee, the
aggregate Fair Market Value of the stock with respect to which Incentive Stock
Options are exercisable for the first time by such employee during any calendar
year shall not exceed One Hundred Thousand Dollars ($100,000.00) under all such
plans of the employee's employer and its parent and subsidiary corporations.
Fair Market Value shall be determined at the time the Options are granted.

11. AMENDMENT OR TERMINATION OF THE PLAN.

11.1 The Board reserves the right to amend the Plan from time
to time in such respects as the Board may deem advisable. Any such amendment of
the Plan shall not affect Options already granted without the written consent of
the Option holder. So long as no Board-adopted amendment reduces the exercise
price below Fair Market Value for an Option or increases the number of shares
subject to the Plan beyond that authorized in Paragraph 3, no further
Shareholder ratification is necessary.

11.2 The Board reserves the right, at any time, to terminate
the Plan. Any such termination of the Plan shall not affect Options already
granted and such Options shall remain in full force and effect as if this Plan
had not been terminated.

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

12.1 Any stock dividend, split-up, recapitalization,
combination or exchange of shares, merger, consolidation, separation,
reorganization or liquidation shall affect Option shares as it affects
outstanding shares. If, after the date upon which an Option is issued, all or
any portion of the Option is exercised subsequent to a stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
separation, reorganization, or liquidation, as a result of which shares of any
class of stock are issued in exchange for outstanding shares of Common Stock, or
if shares of Common Stock shall be changed into any other number of shares of
the same or another class or other classes of shares, the person or persons so
exercising such Option shall receive, for the price payable upon the exercise of
such Option, the aggregate number and the class of shares which such person or
persons would be holding if the optioned shares had been purchased on the date
the Option was granted and had not been disposed of prior to the date of
exercise. Such person or persons shall pay the same aggregate price (on the
basis of the price per share provided in the Option) that such person or persons
would have paid at the time the Option was issued. However, no fractional share
shall be issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.

12.2 In the event of any such change in the capitalization
relating to Common Stock of the Company, the aggregate number and class of
shares remaining available under the Plan shall be that number and class which a
person, to whom an Option had been granted for all

<PAGE>

of the available shares under the Plan on the date preceding such change, would
be entitled to receive as provided in this Paragraph 12.

13. AGREEMENT AND REPRESENTATIONS OF EMPLOYEE.

As a condition to the exercise of any portion of an Option, the
Company may require the person exercising such Option to represent and warrant,
in writing, at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency.

14. RESERVATION OF SHARES AND SECURITIES LAWS.

The Company, during the term of this Plan, will at all times
reserve and keep available, and will seek or obtain from any regulatory body
having jurisdiction any requisite authority in order to issue and sell such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Plan. Notwithstanding any other provisions of the Plan or
agreements made pursuant thereto, the Corporation shall not be required to issue
or deliver any certificate or certificates for shares of stock upon the exercise
of any Option prior to fulfillment of all of the following conditions:

14.1 SECURITIES EXCHANGE. The listing or approval for
listing upon notice of issuance, of such shares on any securities exchange as
may at the time be the market place for the Common Stock;

14.2 QUALIFICATION. Any registration or other qualification
of such shares under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which the Board or the
Committee shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and

14.3 CONSENTS. The obtaining of any other consent, approval
or permit from any state or federal governmental agency which the Board or the
Committee shall, in its absolute discretion upon the advice or counsel,
determine to be necessary or advisable.

15. DEFINITIONS.

As used herein, the following definitions shall apply:

15.1 "Common Stock" shall mean Common Stock, without par
value, of the Company.

15.2 "Continuous Employment" shall mean employment without
interruption, by any one or more of the Company, its parent, its subsidiaries,
and its successor companies. Employment shall not be considered interrupted in
the case of sick leave, military leave, or any other leave of absence approved
by the Company or in the case of transfers between payroll

<PAGE>

locations of the Company or among the Company, its parent, its subsidiaries, or
its successor companies.

15.3 "Fair Market Value" shall mean the value of one (1)
share of Common Stock, determined as follows:

(i) If the Common Stock is not listed or admitted to
trading on any stock exchange, the mean between the closing Bid and Asked price
of the Common Stock in the over-the-counter market on the date of valuation, or,

(ii) If the Common Stock is listed or admitted to
trading on any stock exchange, the closing sale price on the date of valuation
on the principal stock exchange on which the Common Stock is then listed or
admitted to trading.

If no closing Bid and Asked price is quoted on such day, or if
no sale takes place on such day on such principal exchange, as the case may be,
then the closing Bid and Asked price on the over-the counter market on such day
or, if none, the closing sale price of the Common Stock on such principal
exchange on the next preceding day on which a sale occurred or a closing sale
price was reported, as the case may be, shall be the Fair Market Value. During
such times as there is not a market price available, the Fair Market Value shall
be determined by the Board or the Committee in good faith, which determination
shall be conclusive and binding on all interested parties.

15.4 "Internal Revenue Code or I.R.C." shall mean the
Internal Revenue Code of 1986, as amended.

15.5 "Option" shall mean a stock option granted pursuant to
the Plan.

15.6 "Parent" shall mean a "parent corporation" as defined in
Section 424(e) and (g) of the Internal Revenue Code.

15.7 "Shareholders" shall mean the holders of outstanding
shares of the Company's Common, Series A Preferred, and Series B Preferred
Stock.

15.8 "Subsidiary" shall mean a "subsidiary corporation" as
defined in Section 424(f) and (g) of the Internal Revenue Code.

<PAGE>

15.9 "Successor Company" means any company which acquires all
or substantially all of the stock or assets of the Company.

Dated: _______________, 1992

Certified a true and correct copy of the Plan by
authority of the Board of the Company.

DELTAPOINT, INC.

------------------------------------------
Cary D. Wyman, Secretary

<PAGE>

EXHIBIT 99.11

Key Employee Incentive Stock Option Grant Agreement

<PAGE>

DELTAPOINT, INC.

KEY EMPLOYEE INCENTIVE STOCK OPTION
GRANT AGREEMENT

THIS AGREEMENT is made on _____________, 19___ (the "Option Date"),
between DELTAPOINT, INC., a California corporation (hereinafter called the
"Company"), and (HEREINAFTER CALLED THE "EMPLOYEE").

The Board of Directors of the Company has determined that it is to the
advantage and interest of the Company and its shareholders to grant the option
herein to the Employee as an inducement to remain in the service of the Company
and as an incentive for increased effort during such service.

In consideration of the mutual covenants contained in this contract,
and subject to all of the terms and conditions of the 1990 KEY EMPLOYEE
INCENTIVE STOCK OPTION PLAN, (hereinafter called the "Plan") the parties agree
as follows:

1. GRANT OF OPTION. The Company grants to the Employee, subject to
approval by its Board of Directors, the right and option to purchase from it, on
the terms and conditions following, all or part of an aggregate of WORD SHARES
(NUMBER SHARES) common shares of the Company. The purchase price shall be WORD
DOLLARS (NUMBER DOLLARS) per share which is the fair market value of the
Company's common shares on the date of this Agreement.

The option to purchase _________ (___) shares of the Company's stock
will vest in the Employee on (DATE ONE (1) YEAR AFTER THE GRANT DATE). The
option for another ________ (___) shares of the Company's stock will vest in the
Employee every month thereafter, with the final installment vesting on (DATE
FOUR (4) YEARS FROM INITIAL GRANT OF OPTIONS). None of the above described
options will vest unless the Employee has been continuously employed by the
Company through the day upon which the option vests.

2. METHOD OF EXERCISE. The Option granted under this Agreement shall be
exercisable from time to time as provided above, by the payment in cash (or with
stock of the Company) to the Company of the purchase price of the shares which
the Employee elects to purchase.

The Company shall not be required to issue or transfer any certificate
or certificates for shares of the Company purchased upon exercise of the Option
granted under this Agreement until all then applicable requirements of law have
been met. If the Company cannot legally issue or transfer the optioned shares,
the Employee shall then only be entitled to a refund of the purchase price on
those shares not issued or transferred because of government laws or
regulations, as Employee's sole remedy.

<PAGE>

3. RIGHT OF REPURCHASE.

3.1 REPURCHASE OF STOCK. If the Employee leaves the employ of the
Company for any reason, the Company has the right to purchase from the Employee
all or any portion of his or her shares in the Company, at their fair market
value on the last day of his or her employment. This right shall remain in force
until the earlier of six (6) months after the Employee's last day of employment
or the Company's initial public offering of its stock. The fair market value of
each share owned by the Employee will be determined by the Board of Directors in
good faith, using generally accepted principles of valuation. The determination
of the fair market value will be made without the vote of any interested
departing Director/Employee. If there is any dispute concerning the Board's fair
market value determination, the Employee and the Company shall submit to binding
arbitration as the sole and exclusive remedy under the following rules:

3.1.1 The Employee shall have ten (10) days following the
receipt of written notification of the Board' proposed fair market value for the
shares to deliver a written demand to arbitrate the repurchase price to the
Board.

3.1.2 The Employee shall determine, in good faith, what he or
she believes the proper value of the shares to be, and each party shall explain
in writing how it arrived at its valuation. These two valuations and
explanations shall be provided to the arbitrator(s) who shall be required to
pick one or the other. The only power of the arbitrator(s) shall be to pick the
value proposed by one of the parties, and no other price may be used.

3.1.3 If the parties are able to agree on a single CPA to act
as arbitrator, that person shall be used.

3.1.4 If the parties are not able to agree on a single
arbitrator within ten (10) days after the Employee's demand for arbitration,
each party shall appoint its own arbitrator, who shall be a CPA.

3.1.5 If two (2) arbitrators are unable to reach a decision
within ten (10) days, they shall appoint a third arbitrator, who shall also be a
CPA, and the three-arbitrator panel shall render a decision by majority vote
within ten (10) days of the appointment of the third arbitrator.

3.1.6 If any party fails to appoint a required arbitrator,
the other party's arbitrator may proceed on his or her own. The party whose
share price is not selected shall promptly pay the fees of the arbitrator(s).

3.2 RESTRICTION ON TRANSFER OF SHARES. No transfers of any shares
in the Company shall be permitted during any lock-up period required in
connection with the Company's initial public offering of its stock.

3.3 REPURCHASE OF OPTIONS. In addition, if the Employee leaves the
employ of the Company for any reason, the Company has the right to purchase any
unexercised options that

<PAGE>

have previously vested in the Employee at their fair market value. The fair
market value of the options will equal the fair market value of the stock that
the options represent (determined in accordance with Subparagraph 3.1) minus the
exercise price of said options ($_________) each. Because the Employee has paid
nothing for these unexercised vested options, the Company will give him or her a
three (3) year note, bearing interest at the then existing applicable federal
rate (AFR), in the amount of their fair market value as above determined.

3.4 EXERCISE ______ OPTIONS. If the Employee leaves the employ of
the Company for any reason ___________________ to the Company's rights of
repurchase in Subparagraphs 3.1 and 3.2, _________ Employee will have sixty (60)
days to exercise all those options which have vested __________ her prior to
that date. Any options that vested in the Employee prior to ___________ the
Employee was employed by the Employer, and that are not exercised by _____
Employee within the above-mentioned sixty (60) day period, will be forfeited by
___________ Employee.

3.5 FORFEITURE ___________NS. If the Employee leaves the employ of
the Company, he or she will _____________ to all options that have not vested
prior to the last date that he or she is employed by the Company, and the
Company has no obligation to compensate him or her for them.

3.6 TERMINAL DATE. In all events, all options for the Company stock
must be exercised not later than 11:59 P.M. on _____________ [date 10 years from
Agreement date] (hereinafter referred to as the "Terminal Date"). If the
Employee has not exercised the option to purchase the full number of shares to
which the Employee is entitled, the Employee may purchase those remaining shares
on any date through and including the Terminal Date, so long as this Option is
in force, and all conditions and restrictions set out elsewhere in this
Agreement are met. No partial exercise of such Option may be for less than ten
(10) full shares. In no event shall the Company be required to issue fractional
shares to the Employee.

4. TERMINATION OF OPTION. The Option and all rights granted by this
Agreement, to the extent those rights have not been exercised or terminated
pursuant to the provisions of this Agreement, will terminate and become null and
void on the Terminal Date or sixty (60) days after the Employee ceases to be in
the continuous employ of the Company whether by resignation, retirement,
dismissal, or otherwise, whichever first occurs. However, the number of shares
the Employee is entitled to purchase shall be determined as of the last day he
or she is employed by Company or as of the Terminal Date, whichever first
occurs. (For purposes of this Agreement, employment by the Company shall include
employment by any foreign or domestic subsidiary.)

If the Employee dies while employed by the Company, the person or
persons to whom his or her rights under the Option shall pass, whether by will
or by the applicable laws of descent and distribution, may exercise such Option
to the extent the Employee was entitled to exercise it on the date of his or her
death, for a period of one (1) year following such death, but in no event later
than the Terminal Date. Likewise, if an Employee holding an otherwise valid
Option ceases to be an Employee as a result of being disabled within the meaning
of I.R.C.

<PAGE>

Section 105(d)(4), he or she may exercise such Option (to the extent that
installments have vested and remain unexercised on the date of the Employee's
becoming disabled) within one (1) year of his or her ceasing to be an Employee,
subject to the same limitations as in the case of death.

Notwithstanding anything in this Agreement to the contrary, the Option
and all rights granted by this Agreement shall in all events terminate and
become null and void on the Terminal Date.

5. LIMITATION UPON TRANSFER. During the lifetime of the Employee the
Option and all rights granted in this Agreement shall be exercisable only by the
Employee, and except as Paragraph 4 otherwise provides, the Option and all
rights granted under this Agreement shall not be transferred, assigned, pledged,
or hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment, or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate, or otherwise dispose of such Option or of
such rights contrary to the provisions in this Agreement, or upon the levy of
any attachment or similar process upon such Option or such rights, such Option
and such rights shall immediately become null and void.

6. CONDITION OF EMPLOYMENT. Subject to the provisions of Paragraph 4
above, in order to be entitled to exercise the Option granted under this
Agreement, the Employee must have been continuously employed by the Company for
at least one (1) year prior to the date of grant and must remain in the
continuous employ of the Company for the period from the date upon which this
Option is granted until it is exercised.

7. SHARES AS INVESTMENT. By accepting this Option, the Employee
acknowledges for himself or herself, his or her heirs, and legatees that any and
all shares purchased under this Agreement shall be acquired for investment and
not for distribution, as that term is used in the Securities Act of 1933, as
amended, and the Employee agrees to sign a certificate to such effect at the
time of exercising the Option. Unless legal counsel to the Company determines
that such distribution is in compliance with or exempt from the registration and
prospectus requirements of that Act, the Employee agrees not to sell or
otherwise transfer such shares. The Employee further acknowledges and
understands that the shares purchased upon exercise of this Option must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available. The Employee
understands that the certificate evidencing the shares will be imprinted with
the following legend:

"The shares represented by this certificate have not been
registered under the Securities Act of 1933. These shares
have been acquired for investment and not with a view to
distribution or resale, and may not be mortgaged, pledged,
hypothecated or otherwise transferred without an effective
registration statement for such shares under the Securities
Act of 1933, or an opinion of legal counsel satisfactory to
the corporation that registration is not required under this
Act."

4
<PAGE>

The employee acknowledges and understands that he or she must bear the
economic risk associated with the purchase of the shares for an indefinite
period of time because the shares have not been registered under the securities
act of 1933 and, therefore, cannot be sold unless they are so registered or an
exemption from registration is available with respect to any proposed sale or
transfer.

In the event that the employee disposes (whether by sale, exchange,
gift, or any other transfer) of any shares acquired pursuant to the exercise of
the option granted hereunder, within twelve (12) months after the transfer of
such shares to him or her upon his or her exercise of such option, or within
twenty-four (24) months of the grant of this option, he or she will notify the
company in writing within thirty (30) days after such disposition.

8. RECLASSIFICATION, CONSOLIDATION, OR MERGER. In the event of any
change in the common shares of the Company subject to the Option granted
hereunder, through merger, consolidation, reorganization, recapitalization,
stock split, stock dividend, or other change in the Company's corporate
structure, appropriate adjustment shall be made by the Company in the number of
shares subject to such option and the price per share, as provided in the Plan.
Upon the dissolution or liquidation of the Company other than in connection with
a transaction herein described, the Option granted under this Agreement shall
terminate and become null and void, but the Employee shall have the right
immediately prior to such dissolution or liquidation to exercise the Option
granted hereunder to the full extent not before exercised.

9. RIGHT AS SHAREHOLDER. Neither the Employee nor his or her executor,
administrator, heirs, or legatees, shall be or have any rights or privileges of
a shareholder of the Company in respect of the shares transferable upon exercise
of the option granted under this Agreement, unless and until certificates
representing such shares shall have been endorsed, transferred, and delivered
and the transferee has caused his or her name to be entered as the shareholder
of record on the books of the Company.

10. NOTICES. Any notice to be given under the terms of this Agreement
shall be addressed to the Company in care of its Secretary at its principal
place of business, and any notice to be given to the Employee shall be addressed
to him or her at his or her home address last shown on Company records, or at
such other address as either party may hereafter designate in writing to the
other. Any such notice shall be deemed duly given when enclosed in a properly
sealed envelope or wrapper addressed as herein required, certified and deposited
(postage and certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government.

10. ARBITRATION.

11.1 Except for the right of either party to apply to a court of
competent jurisdiction for a Temporary Restraining Order, a Preliminary
Injunction or other equitable relief to preserve the status quo or prevent
irreparable harm pending the selection and confirmation of the arbitrator(s),
any controversy or claim arising out of, relating to, or connected with this
Agreement, or the breach thereof, shall be settled by binding arbitration in
accordance with the

<PAGE>

Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The arbitrator(s) shall have no authority to
award punitive or consequential damages, and are required to follow the law
selected in this Agreement. Any arbitration under this Agreement shall be
administered exclusively by the San Francisco Regional Office of the American
Arbitration Association, or in the event that office is unable to act, by the
closest available regional office to Monterey, California. The arbitration shall
be held in the County of Monterey, California.

11.2 The arbitrator(s) shall have the authority to permit discovery,
to the extent deemed appropriate by the arbitrator(s), upon request of a party.
The arbitrator(s) shall have no power or authority to add to or detract from the
agreements of the parties, and the cost of the arbitration shall be borne
equally. However, the arbitrator(s) shall have the discretion to charge the
costs of the arbitration, together with reasonable attorney's fees, to the
substantially losing party. The arbitrator(s) shall have the authority to grant
injunctive relief in a form substantially similar to that which would otherwise
be granted by a court of law.

12. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any authorized
successors and assigns of the Employee.

IN WITNESS WHEREOF, the Company has caused these presents to be
executed on its behalf by its President and the Employee has executed and
returned to the Company a copy hereof, retaining an original for himself or
herself.

DELTAPOINT, INC.

By:-----------------------------------------------
Raymond R. Kingman, Jr., President

<PAGE>

ACKNOWLEDGEMENT

Optionee acknowledges receipt of a copy of the Plan, a copy of which
was included herewith, and represents that Optionee is familiar with the terms
and provisions thereof, and hereby accepts this Option subject to all the terms
and provisions thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors upon any
questions arising under the Plan. Optionee authorizes the Company to withhold,
in accordance with applicable law, from any compensation payable to him or her
all taxes, if any, required to be withheld under federal, state or local law as
a result of the exercise of this Option or early disposition of shares acquired
through the exercise of this Option.

Dated:_______________________ _________________________________________
Employee
Employee/Optionee

CONSENT OF SPOUSE

As the undersigned spouse of ______________________, I hereby agree to
have our community or joint interest bound by this Agreement and all amendments
thereto, and further agree to all subsequent amendments and valuations without
further notice to me.

______________________________