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                                                                    EXHIBIT 10.9





                         FALCON BUILDING PRODUCTS, INC.
                   1994 STOCK OPTION AND RESTRICTED SHARE PLAN
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                         FALCON BUILDING PRODUCTS, INC.
                  1994 STOCK OPTION AND RESTRICTED SHARE PLAN

                               TABLE OF CONTENTS

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                                                                                        PAGE
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ARTICLE 1 - ESTABLISHMENT AND PURPOSE.................................................    1

         1.1      Establishment and Effective Date....................................    1
         1.2      Purpose.............................................................    1

ARTICLE 2  - AWARDS...................................................................    1

         2.1      Form of Awards......................................................    1
         2.2      Maximum Shares Available............................................    2
         2.3      Return of Prior Awards..............................................    2

ARTICLE 3 - ADMINISTRATION............................................................    2

         3.1      Committee...........................................................    2
         3.2      Powers of Committee.................................................    2
         3.3      Delegation..........................................................    3
         3.4      Interpretations.....................................................    3
         3.5      Liability; Indemnification..........................................    3

ARTICLE 4 - ELIGIBILITY...............................................................    3

ARTICLE 5 - STOCK OPTIONS.............................................................    3

         5.1      Grant of Options....................................................    3
         5.2      Grants to Non-Employee Directors....................................    4
         5.3      Option Price........................................................    4
         5.4      Term of Options.....................................................    4
         5.5      Exercise of Options.................................................    4
         5.6      Cancellation of Tandem Stock Appreciation Rights....................    5

ARTICLE 6. - SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS......................    5

         6.1      Ten Percent Stockholder.............................................    5
         6.2      Limitation on Grants................................................    5
         6.3      Limitations on Time of Grant........................................    5

ARTICLE 7 - STOCK APPRECIATION RIGHTS.................................................    5

         7.1      Grants of Stock Appreciation Rights.................................    5
         7.2      Exercise of Tandem Stock Appreciation Rights........................    6
         7.3      Exercise of Nontandem Stock Appreciation Rights.....................    6
         7.4      Settlement of Stock Appreciation Rights.............................    6
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         7.5      Cash Settlement.....................................................    6

ARTICLE 8 - NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS...............    7

ARTICLE 9 - EFFECT OF TERMINATION OF EMPLOYMENT ON OPTIONS  AND STOCK APPRECIATION....    7

         9.1.     Termination of Employment...........................................    7
         9.2.     Disability..........................................................    7
         9.3      Death...............................................................    7

ARTICLE 10 - RESTRICTED SHARES........................................................    8

         10.1     Grant of Restricted Shares..........................................    8
         10.2     Vesting in Restricted Shares........................................    8
         10.3     Restrictions........................................................    8
         10.4     Restricted Stock Certificates.......................................    8
         10.5     Rights of Grantees of Restricted Shares.............................    8
         10.6     Termination of Employment...........................................    9
         10.7     Delivery of Restricted Shares.......................................    9
         10.8     Deferral of Vesting of Restricted Shares............................    9

ARTICLE 11 - CHANGE IN CONTROL........................................................    9

         11.1     Effect of Change in Control.........................................    9
         11.2     Definition of "Change in Control"...................................   10

ARTICLE 12 - ADJUSTMENT UPON CHANGES IN CAPITALIZATION................................   10

ARTICLE 13 - AMENDMENT AND TERMINATION................................................   10

ARTICLE 14 - WRITTEN AGREEMENT........................................................   11

ARTICLE 15 - MISCELLANEOUS PROVISIONS.................................................   11

         15.1     Grantee; Date of Grant..............................................   11
         15.2     Fair Market Value...................................................   11
         15.3     Tax Withholding.....................................................   12
         15.4     Compliance With Section 16(b).......................................   12
         15.5     Successors..........................................................   12
         15.6     General Creditor Status.............................................   12
         15.7     No Right to Employment..............................................   12
         15.8     Notices.............................................................   13
         15.9     Severability........................................................   13
         15.10    Governing Law.......................................................   13
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                                     - i -


                         FALCON BUILDING PRODUCTS, INC.

                  1994 STOCK OPTION AND RESTRICTED SHARE PLAN


                                   ARTICLE 1.

                           ESTABLISHMENT AND PURPOSE

         1.1      Establishment and Effective Date. Falcon Building Products,
Inc., a Delaware corporation (the "Corporation"), hereby establishes a stock
incentive plan to be known as the "Falcon Building Products, Inc. 1994 Stock
Option and Restricted Share Plan" (the "Plan"). The Plan shall become effective
on the date on which the initial public offering ("IPO") of the Corporation's
Class A Common Stock ("Common Stock") is completed, subject to the approval of
the Corporation's stockholders. Upon approval by the Board of Directors of the
Corporation (the "Board"), awards may be made as provided herein, subject to
subsequent stockholder approval. In the event that such stockholder approval is
not obtained, any such awards shall be canceled and all rights of individuals
with respect to such awards shall thereupon cease.

         1.2      Purpose. The Corporation desires to attract and retain the
best available executive and key management employees, officers and directors
for itself and its Subsidiaries and to encourage the highest level of
performance by such individuals in order to serve the best interests of the
Corporation and its stockholders. The Plan is expected to contribute to the
attainment of these objectives by offering eligible individuals the opportunity
to acquire stock ownership interests in the Corporation, and to thereby provide
them with incentives to put forth maximum efforts for the success of the
Corporation and its Subsidiaries. The term "Subsidiary" as used herein means
each corporation which meets the definition of "subsidiary corporation"
contained in Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code").


                                   ARTICLE 2.

                                     AWARDS

         2.1      Form of Awards. Awards under the Plan may be granted in any
one or all of the following forms: (i) options to purchase shares of Common
Stock, which options may be either incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Code or nonstatutory
stock options ("Nonstatutory Stock Options") (unless otherwise indicated,
references in the Plan to Options shall include both Incentive Stock Options and
Nonstatutory Stock Options); (ii) stock appreciation rights ("Stock Appreciation
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                                     - ii -

Rights"), as described in Article 7, which may be awarded either in tandem with
Options ("Tandem Stock Appreciation Rights") or on a stand-alone basis
("Nontandem Stock Appreciation Rights"); and (iii) shares of Common Stock which
are restricted as provided in Article 10 ("Restricted Shares").

         2.2      Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 1,700,000, subject
to adjustment pursuant to Article 12. Shares of Common Stock issued pursuant to
the Plan may be either authorized but unissued shares or issued shares
reacquired by the Corporation. In the event that any Option or any Stock
Appreciation Right under the Plan expires unexercised or is terminated,
surrendered or canceled (other than in connection with the exercise of a Stock
Appreciation Right) without being exercised in whole or in part for any reason,
or if such awards are settled in cash in lieu of Common Stock, or if any
Restricted Shares are forfeited, then the shares of Common Stock covered by such
Option or Stock Appreciation Right, or such Restricted Shares, may, at the
discretion of the Committee, be made available for subsequent awards under the
Plan, upon such terms as the Committee may determine; provided, however, that
Restricted Shares which are forfeited may not be made available for subsequent
award if the Grantees of such Restricted Shares have received dividends with
respect to such shares prior to the date of forfeiture.

         2.3      Return of Prior Awards. As a condition to any subsequent
award, the Committee shall have the right, at its discretion, to require
Grantees (as defined in Section 15.1 below) to return to the Corporation awards
previously granted under this Plan. Subject to the provisions of this Plan, such
new award shall be upon such terms and conditions as are specified by the
Committee at the time the new award is granted.

                  
                                   ARTICLE 3.

                                 ADMINISTRATION

         3.1      Committee. The Plan shall be administered by a committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
non-employee directors of the Corporation each of whom is a "disinterested
person" as such term is defined in Rule 16b-3(c)(2)(i) under the Securities
Exchange Act of 1934 (the "Act").

         3.2      Powers of Committee. Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant Options and
(except as otherwise provided in Article 5 with respect to Options granted to
non-employee directors) to determine the purchase price of the Common Stock
covered by each such Option, the term of each such Option, the number of shares
of Common Stock to be covered by each such Option and any vesting standards
applicable to each such Option; (ii) to designate Options (other than Options
described in Section 5.2) as Incentive Stock Options or Nonstatutory Stock
Options and to 
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                                    - iii -

determine which of such Options, if any, shall be accompanied by Tandem Stock
Appreciation Rights; (iii) to grant Tandem Stock Appreciation Rights and
Nontandem Stock Appreciation Rights to employees and officers and to determine
the terms and conditions of such rights; (iv) to grant Restricted Shares to
employees and officers and to determine the vesting standards and other
restrictions applicable to such shares; and (v) to determine the employees and
officers to whom, and the time or times at which, Options, Stock Appreciation
Rights and Restricted Shares shall be granted. The Committee shall have no
authority, power or discretion to determine the number or timing of Options
granted to non-employee directors pursuant to Section 5.2 or to alter the terms
and conditions applicable to such Options.

         3.3      Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may deem
advisable; provided, however, that the Committee may not delegate any of its
responsibilities hereunder if such delegation will cause the Plan to fail to
comply with the "disinterested administration" rules under Section 16 of the
Act. The Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions or
valuations of any such advisors.

         3.4      Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Corporation, all Grantees who have received awards under the Plan and
all other interested persons.

         3.5      Liability; Indemnification. No member of the Committee, nor
any individual to whom ministerial duties have been delegated, shall be
personally liable for any action, interpretation or determination made with
respect to the Plan or awards made thereunder, and each member of the Committee
shall be fully indemnified and protected by the Corporation with respect to any
liability he or she may incur with respect to any such action, interpretation or
determination, to the extent permitted by applicable law and to the extent
provided in the Corporation's Certificate of Incorporation and Bylaws, as
amended from time to time.


                                   ARTICLE 4.

                                   ELIGIBILITY

         Except as otherwise provided in Section 5.2, awards shall be limited to
employees and officers of the Corporation and its present and future
Subsidiaries. In determining the individuals to whom awards shall be granted and
the number of shares to be covered by each award, the Committee shall take into
account the nature of the services rendered by such 
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                                     - iv -

individuals, their present and potential contribution to the success of the
Corporation and its Subsidiaries and such other factors as the Committee in its
sole discretion shall deem relevant.


                                   ARTICLE 5.

                                  STOCK OPTIONS

         5.1      Grant of Options. Options may be granted under this Plan for
the purchase of shares of Common Stock. Except as otherwise provided in this
Article V with respect to Options granted to non-employee directors pursuant to
Section 5.2, Options shall be granted in such form and upon such terms and
conditions as the Committee shall from time to time determine.

         5.2      Grants to Non-Employee Directors. An Option to purchase 2,000
shares of Common Stock shall be awarded to each non-employee director of the
Corporation on the later of the date on which the IPO is completed or the date
the director is first elected to the Board, and thereafter on the date of the
first meeting of the Board held after each annual meeting of the Corporation's
stockholders to each individual who is a non-employee director of the
Corporation on such date.

         5.3      Option Price. The price at which a share of Common Stock may
be purchased pursuant to the exercise of an Option shall be determined by the
Committee at the Date of Grant, but shall not be less than one hundred (100)
percent of the Fair Market Value (as defined in Section 15.2) of the Common
Stock subject to such Option on the Date of Grant (as defined in Section 15.1);
provided, however, that the option price for shares which may be purchased upon
the exercise of an Option granted pursuant to Section 5.2 shall be the IPO
price, if the Option was granted on the date of the IPO or the Fair Market Value
if the Option was granted subsequent to the date of the IPO. The option price so
determined shall also be applicable in connection with the exercise of any
Tandem Stock Appreciation Right granted with respect to such Option.

         5.4      Term of Options. The term of each Option granted under the
Plan (other than an Option granted pursuant to Section 5.2) shall be established
by the Committee. Except as otherwise provided in Section 6.1 with respect to
ten (10) percent stockholders of the Corporation, the term of each such Option
shall not exceed ten (10) years from the Date of Grant. The term of each such
Option granted pursuant to Section 5.2 shall be ten (10 ) years from the Date of
Grant.

         5.5      Exercise of Options. Unless otherwise provided in an award
agreement with a Grantee other than a non-employee director, each Option shall
become exercisable to the extent of twenty-five (25) percent of the number of
shares originally covered thereby on the first anniversary of the Date of Grant
of such Option and to the extent of an additional twenty-
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                                     - v -

five (25) percent on the second, third and fourth anniversaries of the Date of
Grant. The Committee may, in its discretion, accelerate the exercisability of
any Option (other than an Option granted pursuant to Section 5.2) at any time.
Options may be exercised by a Grantee by giving written notice to the Committee
stating the number of shares of Common Stock with respect to which the Option is
being exercised and tendering payment therefor. Payment for the Common Stock
issuable upon exercise of the Option shall be made in full in cash or, if
theCommittee, in its sole discretion, permits (with respect to Options other
than Options granted to non-employee directors pursuant to Section 5.2), in
shares of Common Stock (valued at Fair Market Value on the date of exercise). As
soon as reasonably practicable following such exercise, a certificate
representing the shares of Common Stock purchased, registered in the name of the
Grantee, shall be delivered to the Grantee. Notwithstanding the foregoing, a
Grantee may not exercise an Option prior to the approval of the Plan by the
Corporation's stockholders.

         5.6      Cancellation of Tandem Stock Appreciation Rights. Upon
exercise of all or a portion of an Option, the related Tandem Stock Appreciation
Rights, if any, shall be canceled with respect to an equal number of shares of
Common Stock.

                  
                                   ARTICLE 6.

               SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS

         6.1      Ten Percent Stockholder. Notwithstanding any other provisions
of this Plan to the contrary, an individual may not receive an Incentive Stock
Option under the Plan if such individual, on the Date of Grant, owns (after
application of the rules contained in Section 424(d) of the Code) stock
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Corporation or its Subsidiaries, unless (i) the option
price for such Incentive Stock Option is at least one hundred and ten (110)
percent of the Fair Market Value of the Common Stock subject to such Incentive
Stock Option on the Date of Grant and (ii) such Incentive Stock Option is not
exercisable after the date five (5) years from its Date of Grant.

         6.2      Limitation on Grants. The aggregate Fair Market Value
(determined with respect to each Incentive Stock Option at the time such
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by a Grantee
during any calendar year (under this Plan or any other plan of the Corporation
or a Subsidiary) shall not exceed one hundred thousand dollars ($100,000).

         6.3      Limitations on Time of Grant. No grant of an Incentive Stock
Option shall be made under this Plan more than ten (10) years after the earlier
of the date of adoption of the Plan by the Board or the date the Plan is
approved by the Corporation's stockholders.
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                                     - vi -

      
                                   ARTICLE 7.

                            STOCK APPRECIATION RIGHTS

         7.1      Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights may be awarded by the Committee in connection with any Option granted
under the Plan (other than an Option granted to a non-employee director pursuant
to Section 5.2), either on the Date of Grant of the Option or thereafter at any
time prior to the exercise, termination or expirationof the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. On
the Date of Grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the base
price of shares of Common Stock to be used in connection with the calculation
described in Section 7.3 below. The base price of a Nontandem Stock Appreciation
Right shall be not less than one hundred (100) percent of the Fair Market Value
of a share of Common Stock on the Date of Grant. Stock Appreciation Rights shall
be subject to such terms and conditions not inconsistent with the other
provisions of this Plan as the Committee shall determine.

         7.2      Exercise of Tandem Stock Appreciation Rights. A Tandem Stock
Appreciation Right shall be exercisable only to the extent that the related
Option is exercisable and shall be exercisable only for such period as the
Committee may determine (which period may expire prior to the expiration date of
the related Option). Upon the exercise of all or a portion of a Tandem Stock
Appreciation Right, the related Option shall be canceled with respect to an
equal number of shares of Common Stock. A Tandem Stock Appreciation Right shall
entitle the Grantee to surrender to the Corporation unexercised the related
Option, or any portion thereof, and to receive from the Corporation in exchange
therefor that number of shares of Common Stock having an aggregate Fair Market
Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of
Common Stock as of the date the Tandem Stock Appreciation Right is exercised
over (ii) the Option price per share specified in such Option, multiplied by (B)
the number of shares of Common Stock subject to the Option, or portion thereof,
which is surrendered. Cash shall be delivered in lieu of any fractional shares.

         7.3      Exercise of Nontandem Stock Appreciation Rights. A Nontandem
Stock Appreciation Right shall be exercisable during such period as the
Committee shall determine prior to the Date of Grant. The exercise of a
Nontandem Stock Appreciation Right shall entitle the Grantee to receive from the
Corporation that number of shares of Common Stock having an aggregate Fair
Market Value equal to (A) the excess of (i) the Fair Market Value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.
<PAGE>   10
                                    - vii -

         7.4      Settlement of Stock Appreciation Rights. As soon as is
reasonably practicable after the exercise of a Stock Appreciation Right, the
Corporation shall (i) issue, in the name of the Grantee, stock certificates
representing the total number of full shares of Common Stock to which the
Grantee is entitled pursuant to Section 7.2 or 7.3 hereof and cash in an amount
equal to the Fair Market Value, as of the date of exercise, of any resulting
fractional shares, and (ii) if the Committee causes the Corporation to elect to
settle all or part of its obligations arising out of the exercise of the Stock
Appreciation Right in cash pursuant to Section 7.5, deliver to the Grantee an
amount in cash equal to the Fair Market Value, as of the date of exercise, of
the shares of Common Stock it would otherwise be obligated to deliver.

         7.5      Cash Settlement. The Committee, in its discretion, may cause
the Corporation to settle all or any part of its obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash in lieu of all or
part of the shares of Common Stock it would otherwise be obligated to deliver in
an amount equal to the Fair Market Value of such shares on the date of exercise.

                  
                                   ARTICLE 8.

                          NONTRANSFERABILITY OF OPTIONS
                          AND STOCK APPRECIATION RIGHTS

         No Option or Stock Appreciation Right may be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise), except as
provided by will, the applicable laws of descent and distribution or pursuant to
a qualified domestic relations order (as defined in Section 414(p) of the Code),
and no Option or Stock Appreciation Right shall be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option or Stock Appreciation Right not
specifically permitted herein shall be null and void and without effect. An
Option or Stock Appreciation Right may be exercised only by the Grantee during
his or her lifetime and, following the Grantee's death, may be exercised only as
provided in Section 9.3.


                                   ARTICLE 9.

                       EFFECT OF TERMINATION OF EMPLOYMENT
                    ON OPTIONS AND STOCK APPRECIATION RIGHTS

         9.1.     Termination of Employment. In the event that the employment of
a Grantee to whom an Option or Stock Appreciation Right has been granted under
the Plan shall be terminated, or the term of a non-employee director of the
Corporation or one of its Subsidiaries who has been granted an Option pursuant
to Section 5.2 shall cease (for reasons 
<PAGE>   11
                                    - viii -

other than death or disability), such Option or Stock Appreciation Right may be
exercised (to the extent that the Grantee was entitled to do so at the time he
or she terminated employment or ceased serving as a non-employee director) at
any time within three (3) months after such Grantee terminated employment or
ceased serving as a non-employee director, but in no event later than the date
on which the right to exercise the Option or Stock Appreciation Right
terminates.

         9.2.     Disability. In the event that the employment of a Grantee to
whom an Option or Stock Appreciation Right has been granted under the Plan shall
be terminated, or the term of a non-employee director of the Corporation or one
of its Subsidiaries who has been granted an Option pursuant to Section 5.2 shall
cease, as a result of becoming disabled (within the meaning of Section 22(e)(3)
of the Code), such Option or Stock Appreciation Right may be exercised (to the
extent that the Grantee was entitled to do so on the date he or she terminated
employment or ceased serving as a non-employee director) at any time during the
first twelve (12) months after such Grantee terminated employment or ceased
serving as a non-employee director, but in no event later than the date on which
the right to exercise the Option or Stock Appreciation Right terminates.

         9.3      Death. If a Grantee to whom an Option or Stock Appreciation
Right has been granted under the Plan shall die while employed by or serving as
a non-employee director of the Corporation or one of its Subsidiaries or within
three (3) months after the termination of such employment or cessation of such
director's term, such Option or Stock Appreciation Right may be exercised to the
extent that the Grantee was entitled to do so at the time of his or her death,
by the Grantee's estate or by the person who acquires the right to exercise such
Option or Stock Appreciation Right on his or her death by bequest or
inheritance. Such exercise may occur at any time within one (1) year after the
date of the Grantee's death, but in no event later than the date on which the
right to exercise such Option or Stock Appreciation Right terminates.

                  
                                   ARTICLE 10.

                                RESTRICTED SHARES

         10.1     Grant of Restricted Shares. The Committee may from time to
time cause the Corporation to issue Restricted Shares under the Plan, subject to
such restrictions, conditions and other terms as the Committee may determine in
addition to those set forth herein.

         10.2     Vesting in Restricted Shares. Unless a different vesting
schedule is set forth in the Grantee's award agreement and except as otherwise
provided in Section 10.8, a Grantee shall become vested in 25% of the Restricted
Shares which have been awarded to him or her on the first anniversary of the
Date of Grant of such Restricted Shares and shall become vested in an additional
25% of such Restricted Shares on the second, third and fourth anniversaries of
<PAGE>   12
                                     - ix -

such Date of Grant. The Committee may, in its discretion, accelerate the vesting
of any Restricted Shares granted hereunder.

         10.3     Restrictions. None of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of prior to
the date on which such Restricted Shares vest in accordance with Section 10.2.

         10.4     Restricted Stock Certificates. The Corporation shall issue, in
the name of each Grantee, stock certificates representing the total number of
Restricted Shares granted to the Grantee, as soon as reasonably practicable
after the Date of Grant. The Secretary of the Corporation shall hold such
certificates, properly endorsed for transfer, for the Grantee's benefit until
such time as the Restricted Shares are forfeited to the Corporation pursuant to
Section 10.4 or until the Restricted Shares vest. In lieu of the foregoing,
Restricted Shares awarded to a Grantee may be held under the Grantee's name in a
book entry account maintained by or on behalf of the Corporation.

         10.5     Rights of Grantees of Restricted Shares. Grantees of
Restricted Shares shall have the right to vote such shares and the right to
receive any dividends with respect to such shares; provided, however, that the
Committee, in its discretion, may direct the Corporation to accumulate dividends
payable on Restricted Shares awarded to a Grantee and to pay such dividends to
such Grantee when and if the Restricted Shares are delivered to the Grantee
pursuant to Section 10.7. All distributions, if any, received by a Grantee with
respect to Restricted Shares as a result of any stock split-up, stock
distribution, combination of shares, or other similar transaction shall be
subject to the restrictions of this Article 10.

         10.6     Termination of Employment. Any Restricted Shares granted to a
Grantee pursuant to the Plan shall be forfeited if the Grantee terminates
employment with the Corporation or its Subsidiaries for reasons other than death
or disability prior to becoming vested in such Restricted Shares pursuant to
Section 10.2. Upon such forfeiture, the Secretary of the Corporation shall
either cancel or retain in its treasury the Restricted Shares that are forfeited
to the Corporation. Upon the death of a Grantee prior to his termination of
employment, or upon a Grantee's termination of employment as a result of
disability, all Restricted Shares previously awarded to such Grantee which have
not previously vested shall immediately become fully vested and such Restricted
Shares shall be delivered to the Grantee or to the person or persons to whom the
right to such Restricted Shares passes by will or by the laws of descent and
distribution in accordance with Section 10.7 hereof.

         10.7     Delivery of Restricted Shares. Subject to the provisions of
Section 10.8, at such time as the Grantee shall become vested in his Restricted
Shares, the restrictions applicable to the Restricted Shares shall lapse and a
stock certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions, to
the Grantee or the Grantee's beneficiary or estate, as the case may be.
<PAGE>   13
                                     - x -

         10.8     Deferral of Vesting of Restricted Shares. The Committee, in
its sole discretion, may defer the date on which all or a portion of the
Restricted Shares awarded to a Grantee shall vest to the last day of the taxable
year of the Grantee in which he or she would otherwise vest pursuant to Section
10.2, or to the last day of a subsequent taxable year; provided, however, that
the Committee may defer vesting to a subsequent taxable year only if and to the
extent that the total remuneration paid to the Grantee for the taxable year in
which the Restricted Shares would otherwise vest exceeds the amount which the
Corporation may deduct under Section 162(m) of the Code.


                                   ARTICLE 11.

                                CHANGE IN CONTROL

         11.1     Effect of Change in Control. Upon a Change in Control, as
defined in Section 11.2 below, the following shall occur:

         (a)      all Options and Stock Appreciation Rights which have been
                  granted under the Plan and which the Grantees shall not then
                  have been entitled to exercise shall be immediately
                  accelerated and the Grantees shall be entitled to exercise
                  such Options and Stock Appreciation Rights; and

         (b)      all Restricted Shares granted under the Plan in which the
                  Grantees are not then one hundred (100) percent vested shall
                  immediately become one hundred (100) percent vested and shall
                  be delivered to the Grantees free from all restrictions as
                  soon as practicable following such Change in Control.

         11.2     Definition of "Change in Control". A "Change in Control" means
that any of the following events has occurred:

         (a)      any person, entity or group (other than the Corporation or a
                  Subsidiary) has acquired fifty (50) percent or more of the
                  outstanding Common Stock from the holders thereof;

         (b)      there has been a merger or combination of the Corporation with
                  one or more other entities after which fifty (50) percent or
                  more of the voting stock of the surviving corporation is held
                  by persons other than former stockholders of the Corporation;
                  or

         (c)      twenty (20) percent or more of the directors elected by
                  stockholders to the Board are persons who were not nominated
                  by management in the most recent proxy statement of the
                  Corporation.
<PAGE>   14
                                     - xi -


                                   ARTICLE 12.

                    ADJUSTMENT UPON CHANGES IN CAPITALIZATION

         Notwithstanding any other provision of the Plan, the Committee may at
any time make or provide for such adjustments to the Plan, to the number and
class of shares available thereunder or to any outstanding Options, Stock
Appreciation Rights or Restricted Shares as it shall deem appropriate to prevent
dilution or enlargement of rights, including adjustments in the event of changes
in the number of shares of outstanding Common Stock by reason of stock
dividends, split-ups, recapitalizations, mergers, consolidations, combinations
or exchanges of shares, separations, reorganizations, liquidations and the like.


                                   ARTICLE 13.

                            AMENDMENT AND TERMINATION

         The Board may suspend, terminate, modify or amend the Plan, provided
that any amendment that would (i) materially increase the aggregate number of
shares which may be issued under the Plan; (ii) materially increase the benefits
accruing to Grantees under the Plan; or (iii) materially modify the requirements
as to eligibility for participation in the Plan, shall be subject to the
approval of the Corporation's stockholders, except that any such increase or
modification that may result from adjustments authorized by Article 12 does not
require such approval. No amendment requiring stockholder approval under Rule
16b-3 of the Act or Section 422 of the Code shall be valid unless such
stockholder approval is secured as provided therein. If the Plan is terminated,
the terms of the Plan shall, notwithstanding such termination, continue to apply
to awards granted prior to such termination. No suspension, termination,
modification or amendment of the Plan may, without the consent of the Grantee to
whom an award shall theretofore have been granted, adversely affect the rights
of such Grantee under such award. No provisions of this Plan related to the
award of Options to non-employee directors of the Corporation may be amended
more than once every six months, other than to comport with changes in the Code
or the rules thereunder.


                                   ARTICLE 14.

                                WRITTEN AGREEMENT

         Each award of Options, Stock Appreciation Rights and Restricted Shares
shall be evidenced by a written agreement, executed by the Grantee and the
Corporation, and 
<PAGE>   15
                                    - xii -

containing such restrictions, terms and conditions, if any, as the Committee may
require. In the event of any conflict between a written agreement and the Plan,
the terms of the Plan shall govern.


                                   ARTICLE 15.

                            MISCELLANEOUS PROVISIONS

         15.1     Grantee; Date of Grant. The term "Grantee" shall refer to any
employee, officer or non-employee director of the Corporation or its
subsidiaries who has been granted an award of Options, Stock appreciations
Rights or Restricted Shares pursuant to Sections 5.1, 5.2, 7.1 and 10.1. The
term "Date of Grant" shall refer to the date on which any award is made to a
Grantee.

         15.2     Fair Market Value. "Fair Market Value" of a share of Common
Stock as of any date shall mean the average of the high "bid" and low "asked"
prices of the shares during the three (3) most recent days on which the shares
were traded, as reported on the principal exchange on which the shares are
listed.

         15.3     Tax Withholding. The Corporation shall have the right to
require Grantees or their beneficiaries or legal representatives to remit to the
Corporation an amount sufficient to satisfy Federal, state and local withholding
tax requirements, or to deduct from all payments under this Plan amounts
sufficient to satisfy all withholding tax requirements. Whenever payments under
the Plan are to be made to a Grantee in cash, such payments shall be net of any
amounts sufficient to satisfy all Federal, state and local withholding tax
requirements. The Committee may, in its discretion, permit a Grantee to satisfy
his or her tax withholding obligation either by (i) surrendering shares owned by
the Grantee or (ii) having the Corporation withhold from shares otherwise
deliverable to the Grantee. Shares surrendered or withheld shall be valued at
their Fair Market Value as of the date on which income is required to be
recognized for income tax purposes. In the case of an award of Incentive Stock
Options, the foregoing right shall be deemed to be provided to the Grantee at
the time of such award.

         15.4     Compliance With Section 16(b). In the case of a Grantee who is
or may be subject to Section 16 of the Act, it is the intent of the Corporation
that the Plan and any award granted hereunder satisfy and be interpreted in a
manner that satisfies the applicable requirements of Rule 16b-3, so that such
person will be entitled to the benefits of Rule 16b-3 or other exemptive rules
under Section 16 of the Act and will not be subjected to liability thereunder.
If any provision of the Plan or any award would otherwise conflict with the
intent expressed herein, that provision, to the extent possible, shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any remaining irreconcilable conflict with such intent, such provision shall be
deemed void as applicable to a Grantee who is or may be subject to Section 16 of
the Act.
<PAGE>   16
                                    - xiii -

         15.5     Successors. The obligations of the Corporation under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Corporation, or upon
any successor corporation or organization succeeding to substantially all of the
assets and business of the Corporation. The Corporation shall make appropriate
provision for the preservation of Grantees' rights under the Plan in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

         15.6     General Creditor Status. Grantees shall have no right, title,
or interest whatsoever in or to any investments which the Corporation may make
to aid it in meeting its obligations under the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Corporation and any Grantee or beneficiary or legal representative of such
Grantee. To the extent that any person acquires a right to receive payments from
the Corporation under the Plan, such right shall be no greater than the right of
an unsecured general creditor of the Corporation. All payments to be made
hereunder shall be paid from the general funds of the Corporation and no special
or separate fund shall be established and no segregation of assets shall be made
to assure payment of such amounts except as expressly set forth in the Plan.

         15.7     No Right to Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article 14, nor the grant of any award, shall
confer upon any individual any right to continue in the employ of the
Corporation or a Subsidiary or to be entitled to any remuneration or benefits
not set forth in the Plan or such written agreement or interfere with or limit
the right of the Corporation or a Subsidiary to modify the terms of or terminate
such individual's employment at any time.

         15.8     Notices. Notices required or permitted to be made under the
Plan shall be sufficiently made if sent by registered or certified mail
addressed (a) to the Grantee at the Grantee's address as set forth in the books
and records of the Corporation or its Subsidiaries, or (b) to the Corporation or
the Committee at the principal office of the Corporation.

         15.9     Severability. In the event that any provision of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

         15.10    Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.