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                                                                     Exhibit 4.1

                           DICK'S SPORTING GOODS, INC.

                                 2002 STOCK PLAN

     1. Purposes of this Plan. The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Eligible Individuals, to further align
Eligible Individuals' interests with those of the stockholders of the Company
and to promote the success of the Company's business.

     2. Certain Definitions. As used herein, the following definitions shall
apply:

          (a) "Administrator" means the Board and any Committee appointed by the
Board to administer the Plan; provided, however, that the Board, in its sole
discretion, may, notwithstanding the appointment of any Committee to administer
the Plan, exercise any authority under this Plan.

          (b) "Award" means any Incentive Bonus Award, Option, Performance Share
Award, Performance Unit Award, Restricted Stock Award, Restricted Unit Award,
SAR or Stock Unit Award granted under the Plan.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Change in Control" means (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) other than a Class B Permitted
Holder (as such term is defined in the Company's Amended and Restated
Certificate of Incorporation) through a tender offer, open market purchases
and/or other purchases is or becomes a beneficial owner, directly or indirectly,
of securities of the Company representing more than fifty percent (50%) of the
combined voting power of the Company's then outstanding securities or (ii) a
majority of the Board shall be comprised of persons who (x) were elected in one
or more contested elections for the Board and (y) had not been nominated when
they were first elected by the then existing Board.

          (e) "Common Stock" means the Common Stock, par value $.01 per share,
of the Company.

          (f) "Class B Common Stock" means the Class B Common Stock, par value
$.01 per share, of the Company.

          (g) "Code" means the Internal Revenue Code of 1986, as amended.

          (h) "Committee" means a committee of the Board.

          (i) "Company Common Stock" means the Common Stock or the Class B
Common Stock of the Company, as the case may be.

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          (j) "Company" means Dick's Sporting Goods, Inc., a Delaware
corporation.

          (k) "Consultant" means any person, including an advisor, who is
engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any director of the Company whether
compensated for such services or not.

          (l) "Continuous Status as an Employee" means the absence of any
interruption or termination of the employment relationship by the Employee with
the Company or any Parent or Subsidiary. Continuous Status as an Employee shall
not be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Board, provided that
such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to Company policy adopted from
time to time; or (iv) transfers between locations of the Company or between the
Company, its Parent, its Subsidiaries or its successor.

          (m) "Eligible Individual" means any Employee, Non-Employee Director or
Consultant.


          (n) "Employee" means any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company or any
prospective employee who shall have received an offer of employment. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

          (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (p) "Fair Market Value" means, as of any date, the value of the
applicable class of Company Common Stock determined as follows:

               (i) If such class of Company Common Stock is listed on any
          established stock exchange or a national market system reporting last
          sale transactions including, without limitation, the Nasdaq National
          Market, its Fair Market Value shall be the closing sale price for such
          stock (or the closing bid, if no sales were reported) as quoted on
          such system or exchange for the last market trading day prior to the
          time of determination as reported in the Wall Street Journal or such
          other source as the Administrator deems reliable or;

               (ii) If such class of Company Common Stock is quoted on Nasdaq
          (but not on a last reported sale basis) or regularly quoted by a
          recognized securities dealer but selling prices are not reported, its
          Fair Market Value shall be the mean between the high and low closing
          asked prices for the Company Common Stock for the last market trading
          day prior to the time of determination as reported in the Wall Street
          Journal or such other source as the Administrator deems reliable or;


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               (iii) In the absence of an established market for a class of
          Company Common Stock, the Fair Market Value thereof shall be
          determined in good faith by the Administrator. For purposes of this
          Plan, the Class B Common Stock shall be deemed to have the same value
          per share of the Common Stock unless the value of the Class B Common
          Stock is determinable in accordance with subparagraphs (i) or (ii)
          above.

          (q) "Incentive Bonus Award" means the opportunity to earn a future
cash payment tied to the level of achievement with respect to one or more
Qualifying Performance Criteria for a performance period as established by the
Administrator.

          (r) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

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

          (t) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

          (u) "Option" means a right to purchase Shares granted pursuant to the
Plan.

          (v) "Optioned Stock" means the Shares subject to an Option.

          (w) "Optionee" means a Participant who holds an Option.

          (x) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (y) "Participant" means any person who has an Award under the Plan
including any person (including any estate) to whom an Award has been assigned
or transferred in accordance with the Plan.

          (z) "Performance Share Award" means a grant of a right to receive
Shares or Stock Units contingent on the achievement of performance or other
objectives during a specified period.

          (aa) "Performance Unit Award" means a grant of a right to receive a
designated dollar value amount of Shares or Stock Units contingent on the
achievement of performance or other objectives during a specified period.

          (bb) "Plan" means this 2002 Stock Plan.

          (cc) "Qualifying Performance Criteria" means any one or more of the
following performance criteria, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or
subsidiary, either individually, alternatively or in



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any combination, and measured over a period of time including any portion of a
year, annually or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous years' results or to a
designated comparison group, in each case as specified by the in the Award: (a)
cash flow, (b) earnings per share (including earnings before interest, taxes,
depreciation, and amortization or some variation thereof), (c) stock price, (d)
return on equity, (e) total stockholder return, (f) return on capital, (g)
return on assets or net assets, (h) revenue, (i) income or net income, (j)
operating income or net operating income, (k) operating profit or net operating
profit, (l) operating margin or profit margin, (m) return on operating revenue,
and (n) market share. To the extent consistent with Section 162(m) of the Code,
the Administrator shall appropriately adjust any evaluation of performance under
a Qualifying Performance Criteria to exclude any of the following events that
occurs during a performance period: (i) asset write- downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's annual report to
stockholders for the applicable year.

          (dd) "Restricted Stock Award" means a grant of Shares subject to a
risk of forfeiture or other restrictions that will lapse upon the achievement of
one or more goals relating to completion of service by the Participant, or
achievement of performance or other objectives, as determined by the
Administrator.

          (ee) "Restricted Unit Award" means a grant of Stock Unit subject to a
risk of forfeiture or other restrictions that will lapse upon the achievement of
one or more goals relating to completion of service by the Participant, or
achievement of performance or other objectives, as determined by the
Administrator.

          (ff) "SAR" means a stock appreciation right, which is the right to
receive an amount equal to the appreciation, if any, in the Fair Market Value of
a Share from the date of the grant of the right to the date of its payment, as
adjusted in accordance with Section 10 of this Plan, payable in cash, Shares or
Stock Units.

          (gg) "Share" means a share of the Company Common Stock, as adjusted in
accordance with Section 10 of this Plan.

          (hh) "Stock Unit" means the right to receive a Share at a future point
in time.

          (ii) "Stock Unit Award" means the grant of a Stock Unit.

          (jj) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.


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     3. Shares Subject to the Plan. Subject to the provisions of Section 10 of
this Plan, the maximum aggregate number of Shares which may be issued under the
Plan is 4,300,000. The Shares may be authorized, but unissued Shares, issued
Shares that have been reacquired by the Company (otherwise known as treasury
Shares) or Shares acquired on the open market specifically for distribution
under this Plan, or any combination thereof. Notwithstanding any other provision
of this Plan, Awards for Class B Common Stock or Awards for securities
convertible or exchangeable into Class B Common Stock may only be issued to a
Class B Permitted Holder (as such term is defined in the Company's Certificate
of Incorporation, as amended).

          If Shares under any Award are not issued for any reason, such Shares
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan. In addition, any Shares delivered or deemed delivered, by
attestation or otherwise, to the Company in payment of any obligation, including
the exercise price of any option, the purchase price for any Shares, or for any
tax obligation shall be added back to the Shares available for issuance under
the Plan.

          The aggregate number of Shares issuable under all Awards granted under
this Plan during any calendar year to any one Eligible Individual shall not
exceed 1,500,000. Notwithstanding anything to the contrary in this Plan, the
foregoing limitations shall be subject to adjustment under Section 10, but only
to the extent that such adjustment will not affect the status of any Award
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code. The foregoing limitations shall not apply to the extent that they are
no longer required in order for compensation in connection with grants under
this Plan to be treated as "performance-based compensation" under Section 162(m)
of the Code.

     4. Administration of this Plan.


          (a) Authority. Subject to the provisions of this Plan and, in the case
of a Committee, the specific duties delegated to or limitation imposed upon such
Committee by the Board, the Administrator shall have the authority, in its
discretion:

               (i) to establish, amend and rescind rules and regulations
          relating to the Plan;

               (ii) to select the Eligible Individuals to whom Awards may from
          time to time be granted hereunder;

               (iii) to determine the amount and type of Awards, including any
          combination thereof, to be granted to any Eligible Individual;

               (iv) to grant Awards to Eligible Individuals and, in connection
          therewith, to determine the terms and conditions, not inconsistent
          with the terms of this Plan, of any such Award including, but not
          limited to, the number of Shares or Stock


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          Units that may be issued or amount of cash that may be paid pursuant
          to the Award, the exercise or purchase price of any Share, the
          circumstances under which Awards or any Shares or Stock Units relating
          thereto are issued, retained, become exercisable or vested, are no
          longer subject to forfeiture or are terminated, forfeited or expire,
          based in each case on such factors as the Administrator shall
          determine, in its sole discretion;

               (v) to determine the Fair Market Value of the Company Common
          Stock, in accordance with Section 2(p) of this Plan;

               (vi) to establish, verify the extent of satisfaction of, adjust,
          reduce or waive any performance goals or other conditions applicable
          to the grant, issuance, exercisability, vesting and/or ability to
          retain any Award;

               (vii) to approve forms of agreement for use under the Plan;

               (viii) to determine whether and under what circumstances an Award
          may be settled in cash instead of Shares;

               (ix) to determine whether, to what extent and under what
          circumstances Shares and other amounts payable with respect to an
          Award under this Plan shall be deferred either automatically or at the
          election of the participant (including providing for and determining
          the amount, if any, of any deemed earnings on any deferred amount
          during any deferral period);

               (x) to determine whether and to what extent an adjustment is
          required under Section 10 of this Plan;

               (xi) in its discretion, upon a Change in Control, to vest and
          make exercisable any Award granted hereunder which is not fully vested
          or exercisable and to remove any restrictions effective upon the
          occurrence of a Change in Control or the termination of an Eligible
          Individual's service to the Company.

               (xii) to interpret and construe this Plan, any rules and
          regulations under this Plan and the terms and conditions of any Award
          granted hereunder, and to make exceptions to any such provisions in
          good faith and for the benefit of the Company; and

               (xiii) to make all other determinations deemed necessary or
          advisable for the administration of this Plan.

          (b) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Participants.

     5. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the stockholders of
the Company in accordance with applicable state law. It shall continue in effect
for a term of ten (10) years



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unless sooner terminated under Section 11 of this
Plan; provided, however, that the Plan shall remain in effect so long as any
Award remains outstanding and as long as necessary to issue any Awards pursuant
to commitments entered into prior to the expiration of this Plan.

     6. Options.

          (a) General Terms.


               (i) Written Agreement. Each Option shall be set forth in a
          written option document setting forth the number and kind of Shares
          that may be issued upon exercise of the Option, the purchase price of
          each Share, the term of the Option, such terms and conditions on the
          vesting and/or exercisability of an Option as may be determined by the
          Administrator, any restrictions on the transfer of the Option and
          forfeiture provisions and such further terms and conditions, in each
          case not inconsistent with this Plan, as may be determined from time
          to time by the Administrator. The written option document need not be
          signed by the Optionee.

               (ii) Designation. Each Option shall be designated in the written
          option document as either an Incentive Stock Option or a Nonstatutory
          Stock Option. Notwithstanding such designations, to the extent that an
          Option does not qualify as an Incentive Stock Option, it shall be
          treated as a Nonstatutory Stock Option.

               (iii) Eligibility. To the extent then required by the Code,
          Incentive Stock Options may be granted only to Employees.

               (iv) Term of Option. The term of each Option shall be the term
          stated in the written agreement evidencing such Option; provided,
          however, that, to the extent then required by the Code, in the case of
          an Incentive Stock Option, the term shall be no more than ten (10)
          years from the date of grant thereof or such shorter term as may be
          provided in the Option Agreement and, in the case of an Incentive
          Stock Option granted to an Optionee who, at the time the Option is
          granted, owns stock representing more than ten percent (10%) of the
          voting power of all classes of stock of the Company or any Parent or
          Subsidiary, the term of the Option shall be five (5) years from the
          date of grant thereof or such shorter term as may be provided in the
          written agreement evidencing such Option.

               (v) Exercise Price. The per share exercise price for the Shares
          to be issued pursuant to exercise of an Option shall be such price as
          is determined by the Board, but shall be subject to the following:

                    (A) To the extent then required by the Code, in the case of
               an Incentive Stock Option:

                         (1) granted to an Employee who, at the time of the
                    grant of such Incentive Stock Option, owns stock
                    representing more than ten


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                    percent (10%) of the voting power of all classes of stock of
                    the Company or any Parent or Subsidiary, the per Share
                    exercise price shall be no less than 110% of the Fair Market
                    Value per Share on the date of grant, and

                         (2) granted to any Employee, the per Share exercise
                    price shall be no less than 100% of the Fair Market Value
                    per Share on the date of grant.

                    (B) In the case of a Nonstatutory Stock Option granted to
               any person, the per Share exercise price may not be less than the
               Fair Market Value per Share on the date of grant, provided
               however, that Nonstatutory Stock Options granted after the
               Company's initial public offering of its Common Stock may be made
               where the per share exercise price is less than the Fair Market
               Value per Share on the date of grant if (i) such grants are made
               to persons that are then currently not executive officers (as the
               term is defined in Rule 3b-7 under the Securities Exchange Act of
               1934, as amended) of the Company and (ii) such grants in the
               aggregate that are made having an exercise price that is less
               than the Fair Market Value per Share do not exceed (i.e., are
               exercisable for) 35,000 shares of Common Stock.

               (vi) Payment of Exercise Price. Unless otherwise provided by the
          Administrator in the stock option document, the exercise price of an
          Option may be paid in one or more of the following: (1) cash, (2)
          check, (3) other Shares which (x) in the case of Shares acquired upon
          exercise of an Option either have been owned by the Optionee for more
          than six months on the date of surrender or were not acquired,
          directly or indirectly, from the Company, and (y) have a Fair Market
          Value on the date of surrender equal to the aggregate exercise price
          of the Shares as to which said Option shall be exercised, (4) delivery
          of a properly executed exercise notice together with irrevocable
          instructions to a broker registered under the Exchange Act to promptly
          deliver to the Company the amount of proceeds required to pay the
          exercise price, and (5) any combination of the foregoing methods of
          payment.

          (b) Exercise of Options or SARs.


               (i) Procedure for Exercise; Rights as a Stockholder. Any Option
          or SAR granted hereunder shall be exercisable at such times and under
          such conditions as determined by the Administrator, including
          performance criteria with respect to the Company and/or the
          Participant, and as shall be permissible under the terms of this Plan.

               An Option or SAR may not be exercised for a fraction of a Share.

               An Option or SAR shall be deemed to be exercised when written
          notice of such exercise has been given to the Company in accordance
          with the terms of the Option or SAR by the person entitled to exercise
          such Option or SAR and, if an Option is to be


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          exercised, full payment for the Shares with respect to which the
          Option is exercised has been received by the Company. Full payment
          may, as authorized by the Administrator, consist of any consideration
          and method of payment allowable under Section 6(a)(vi) of this Plan.
          Until the issuance (as evidenced by the appropriate entry on the books
          of the Company or of a duly authorized transfer agent of the Company)
          of the stock certificate evidencing such Shares, no right to vote or
          receive dividends or any other rights as a stockholder shall exist
          with respect to the Optioned Stock, notwithstanding the exercise of
          the Option. No adjustment will be made for a dividend or other right
          for which the record date is prior to the date the stock certificate
          is issued, except as provided in Section 10 of this Plan.

               Exercise of an Option or SAR in any manner shall result in a
          decrease in the number of Shares which thereafter may be available
          under the Option or SAR by the number of Shares as to which the Option
          or SAR is exercised.

               (ii) Termination of Employment. In the event of termination of a
          Participant's Continuous Status as an Employee, status as a
          Non-Employee Director or consulting relationship with the Company (as
          the case may be), such Participant may, but only within ninety (90)
          days (or such other period of time as is determined by the
          Administrator, with such determination in the case of an Incentive
          Stock Option and to the extent then required by the Code, being made
          at the time of grant of the Option and not exceeding ninety (90) days)
          after the date of such termination (but in no event later than the
          expiration date of the term of such Option or SAR as set forth in the
          written document evidencing such Option or SAR), exercise such Option
          or SAR to the extent that such Participant was entitled to exercise it
          at the date of such termination. To the extent that such Participant
          was not entitled to exercise the Option or SAR at the date of such
          termination, or if such Participant does not exercise such Option or
          SAR to the extent so entitled within the time specified herein, the
          Option or SAR shall terminate.

               (iii) Disability of Optionee. Notwithstanding the provisions of
          Section 6(b) above, in the event of termination of a Participant's
          Continuous Status as an Employee, status as a Non-Employee Director or
          consulting relationship with the Company (as the case may be) as a
          result of total and permanent disability (as defined in Section
          22(e)(3) of the Code), such Participant may, but only within twelve
          (12) months (or such other period of time as is determined by the
          Administrator, with such determination in the case of an Incentive
          Stock Option and to the extent then required by the Code, being made
          at the time of grant of the Options and not exceeding twelve (12)
          months) from the date of such termination (but in no event later than
          the expiration date of the term of such Option or SAR as set forth in
          the written document evidencing such Option or SAR), exercise the
          Option or SAR to the extent otherwise entitled to exercise it at the
          date of such termination. To the extent that such Participant was not
          entitled to exercise the Option or SAR at the date of termination, or
          if such Participant does not exercise such Option or SAR to the extent
          so entitled within the time specified herein, the Option or SAR shall
          terminate.



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               (iv) Death of Optionee. In the event of the death of a
          Participant, the Option or SAR may be exercised at any time within
          twelve (12) months following the date of death (but in no event later
          than the expiration date of the term of such Option or SAR as set
          forth in the written document evidencing such Option or SAR) by the
          Participant's estate or by a person who acquired the right to exercise
          the Option or SAR by bequest or inheritance, but only to the extent
          the Participant was entitled to exercise the Option or SAR at the date
          of death or to the extent that the Administrator accelerates the
          vesting of such Award upon the Participant's death. To the extent that
          such Participant was not entitled to exercise the Option or SAR at the
          date of death, or if such Participant's estate or any person who
          acquired the right to exercise the Option or SAR by bequest or
          inheritance does not exercise such Option or SAR to the extent so
          entitled within the time specified herein, the Option or SAR shall
          terminate.

               (v) Buyout Provisions. The Administrator may at any time offer to
          buy out for a payment in cash or Shares, an Option or SAR previously
          granted, based on such terms and conditions as the Administrator shall
          establish and communicate to the Participant at the time that such
          offer is made.

               (vi) Payout Provisions. At the discretion of the Company, the
          payment to a Participant upon exercise of a SAR, may be in cash, in
          Shares or Stock Units of equivalent value as determined by the
          Administrator, or in some combination thereof, subject to the
          availability of Shares under the Plan.

          (c) Non-Transferability of Options or SARs. Unless otherwise provided
by the Administrator, no Option or SAR may be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Participant, only by the Participant. The terms of the Option or SAR shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Participant.

     7. Performance Share Awards, Performance Unit Awards, Restricted Stock
Awards, Restricted Unit Awards and Stock Unit Awards.

          (a) Awards. Performance Share Awards, Performance Unit Awards,
Restricted Stock Awards, Restricted Unit Awards, or Stock Unit Awards may be
issued by the Administrator to Eligible Individuals, either alone, in addition
to, or in tandem with other Awards granted under the Plan and/or cash awards
made outside of this Plan. Such Awards shall be evidenced by a written document
containing any provisions regarding (i) the number of Shares or Stock Units
subject to such Award or a formula for determining such, (ii) the purchase price
of the Shares or Stock Units, if any, and the means of payment for the Shares or
Stock Units, (iii) the performance criteria, if any, and level of achievement
versus these criteria that shall determine the number of Shares or Stock Units
granted, issued, retainable and/or vested, (d) such terms and conditions on the
grant, issuance, vesting and/or forfeiture of the Shares or Stock Units as may
be determined from time to time by the Administrator, (e) restrictions on the



                                      -10-
<PAGE>


transferability of the Shares and Stock Units and (f) such further terms and
conditions in each case not inconsistent with this Plan as may be determined
from time to time by the Administrator.

          (b) Vesting. The grant, issuance, retention and/or vesting of Shares
or Stock Units pursuant to any Performance Share Awards, Performance Unit
Awards, Restricted Stock Awards, Restricted Unit Awards, or Stock Unit Awards of
Incentive Stock shall occur at such time and in such installments as determined
by the Administrator or under criteria established by the Administrator. The
Administrator shall have the right to make the timing of the grant and/or the
issuance, ability to retain and/or vesting of Shares or Stock Units subject to
continued employment, passage of time and/or such performance criteria as deemed
appropriate by the Administrator. Notwithstanding anything to the contrary
herein, the performance criteria for any Award that is intended to satisfy the
requirements for "performance-based compensation" under Code Section 162(m)
shall be a measure based on one or more Qualifying Performance Criteria selected
by the Administrator and specified at the time the Award is granted.

          (c) Discretionary Adjustments. Notwithstanding satisfaction of any
performance goals, the number of Shares or Stock Units granted, issued,
retainable and/or vested under a Performance Share Award, Performance Unit
Award, Restricted Stock Award, Restricted Unit Award, or Stock Unit Award on
account of either financial performance or personal performance evaluations may
be reduced by the Administrator on the basis of such further considerations as
the Administrator shall determine.

     8. Incentive Bonus Awards. Each Incentive Bonus Award will confer upon the
Employee the opportunity to earn a future payment tied to the level of
achievement with respect to one or more performance criteria established for a
performance period established by the Committee.

          (a) Incentive Bonus Document. Each Incentive Bonus Award shall be
evidenced by a document containing provisions regarding (a) the target and
maximum amount payable to the Employee, (b) the performance criteria and level
of achievement versus these criteria that shall determine the amount of such
payment, (c) the term of the performance period as to which performance shall be
measured for determining the amount of any payment, (d) the timing of any
payment earned by virtue of performance, (e) restrictions on the alienation or
transfer of the bonus prior to actual payment, (f) forfeiture provisions and (g)
such further terms and conditions, in each case not inconsistent with this Plan
as may be determined from time to time by the Administrator. The maximum amount
payable as an bonus may be a multiple of the target amount payable, but the
maximum amount payable pursuant to that portion of an Incentive Bonus Award
granted under this Plan for any fiscal year to any Employee that is intended to
satisfy the requirements for "performance-based compensation" under Section
162(m) of the Code shall not exceed $5,000,000.

          (b) Performance Criteria. The Administrator shall establish the
performance criteria and level of achievement versus these criteria that shall
determine the target and


                                      -11-
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maximum amount payable under an Incentive Bonus Award, which criteria may be
based on financial performance and/or personal performance evaluations. The
Administrator may specify the percentage of the target incentive bonus that is
intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the
performance criteria for any portion of an Incentive Bonus Award that is
intended by the Administrator to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code shall be a measure based on one
or more Qualifying Performance Criteria selected by the Administrator and
specified at the time the Incentive Bonus Award is granted. The Administrator
shall certify the extent to which any Qualifying Performance Criteria has been
satisfied, and the amount payable as a result thereof, prior to payment of any
incentive bonus that is intended to satisfy the requirements for "performance-
based compensation" under Section 162(m) of the Code.

          (c) Timing and Form of Payment. The Administrator shall determine the
timing of payment of any incentive bonus. The Administrator may provide for or,
subject to such terms and conditions as the Administrator may specify, may
permit an election for the payment of any incentive bonus to be deferred to a
specified date or event. An incentive bonus may be payable in Shares, Stock
Units or in cash or other property, including any Award permitted under this
Plan. Any incentive bonus that is paid in cash or other property shall not
affect the number of Shares otherwise available for issuance under this Plan.

          (d) Discretionary Adjustments. Notwithstanding satisfaction of any
performance goals, the amount paid under an Incentive Bonus Award on account of
either financial performance or personal performance evaluations may be reduced
by the Administrator on the basis of such further considerations as the
Administrator shall determine.

     9. Stock Withholding to Satisfy Withholding Tax Obligations. At the
discretion of the Administrator, Participants may satisfy withholding
obligations as provided in this paragraph. When a Participant incurs tax
liability in connection with an Award, which tax liability is subject to tax
withholding under applicable tax laws, and the Participant is obligated to pay
the Company an amount required to be withheld under applicable tax laws, the
Participant may satisfy the withholding tax obligation by electing to have the
Company withhold from the Shares to be issued, if any, that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").

     In the event that the Company elects to make a payment to the Participant
in cash upon the exercise of a SAR, the Participant may satisfy the withholding
tax obligation by electing to have the Company withhold from such payment the
amount required to satisfy such withholding tax obligation.

     All elections by a Participant to have Shares or cash withheld for this
purpose, as the case may be, shall be made in writing in a form acceptable to
the Administrator and shall be subject to the following restrictions:


                                      -12-
<PAGE>

          (a) the election must be made on or prior to the applicable Tax Date;

          (b) once made, the election shall be irrevocable as to the particular
Shares of the Option, stock purchase right or SAR, as to which the election is
made; and

          (c) all elections shall be subject to the consent or disapproval of
the Administrator.

          In the event the election to have Shares or cash withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the full number of Shares or full amount of cash, as the case may be, with
respect to which the Award is exercised but such Participant shall be
unconditionally obligated to tender back to the Company the proper number of
Shares, or the proper amount of cash, as the case may be, on the Tax Date.

     10. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of Shares or
Stock Units covered by each outstanding Award and the number of Shares which
have not yet been issued under this Plan, as well as the purchase price, if any,
of each such outstanding Award, shall be proportionately adjusted for any
increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification or
similar transaction involving the Company Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Company Common Stock subject to an Option or
SAR.

     In the event of the proposed dissolution or liquidation of the Company, the
Board shall notify the Participant at least fifteen (15) days prior to such
proposed action. To the extent it has not been previously exercised, any Option
or SAR will terminate immediately prior to the consummation of such proposed
action and any restrictions on Awards shall expire immediately and that such
Awards shall fully vest prior to the consummation of such proposed action. In
the event of a merger or consolidation of the Company with or into another
corporation or the sale of all or substantially all of the Company's assets
(hereinafter, a "merger"), the Board may authorize outstanding Options or SARs
to be assumed or an equivalent option or stock appreciation right to be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation and may assign any Awards to the successor corporation. In
the event that such successor corporation does not agree to assume the Option or
SAR, or to substitute an equivalent option or stock appreciation right, the
Board shall, in lieu of such assumption or substitution, provide for the
Participant to have the right to exercise all Options or SARs previously granted
to


                                      -13-
<PAGE>

such Participant, including Options or SARs which would not otherwise be
exercisable. If the Board makes an Option or SAR fully exercisable in lieu of
assumption or substitution in the event of a merger, the Board shall notify the
Participant that the Option or SAR shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option or SAR will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or SAR shall be considered assumed if, following the
merger, the Option or SAR, confers the right to purchase, or receive the
appreciation in Fair Market Value, as the case may be, for each Share of stock
subject to the Option or SAR immediately prior to the merger, the consideration
(whether stock, cash, or other securities or property) received in the merger by
holders of Company Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger was not
solely common stock of the successor corporation or its Parent, the Board may,
with the consent of the successor corporation and the participant, provide for
the consideration to be received upon the exercise of the Option or SAR, for
each Share of stock subject to the Option or SAR, to be solely common stock of
the successor corporation or its Parent equal in Fair Market Value to the per
share consideration received by holders of Company Common Stock in the merger or
sale of assets.

     11. Amendment and Termination of this Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Participant
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of Nasdaq or an established stock exchange), the
Company shall obtain stockholder approval of any Plan amendment in such a manner
and to such a degree as required.

          (b) Effect of Amendment or Termination. Any such amendment or
termination of this Plan shall not affect Awards already granted and such Awards
shall remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Participant and the
Board, which agreement must be in writing and signed by the Participant and the
Company.

     12. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the Plan unless the issuance and delivery of such Shares shall comply with
all relevant provisions of law including, without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of Nasdaq or of any stock exchange upon which
the Shares may then be listed.



                                      -14-
<PAGE>

     13. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of this Plan.

     The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     14. Information to Participants. The Company shall provide to each
Participant, during the period for which such Participant has one or more Awards
outstanding, copies of all annual reports and other information which are
provided to all stockholders of the Company.

     15. No Right to Employment. The Plan shall not confer upon any Participant
any right with respect to continuation of employment or consulting relationship
with the Company, nor shall it interfere in any way with his right or the
Company's right to terminate his employment or consulting relationship at any
time, with or without cause.

     16. Governing Law. The validity, constrictions and effect of this Plan,
agreements entered into pursuant to the Plan, and of any rules, regulations,
determinations or decisions made by the Administrator relating to the Plan or
such agreements, and the rights of any and all persons having or claiming to
have any interest therein or thereunder, shall be determined exclusively in
accordance with applicable federal laws and the laws of the state of Delaware,
without regard to its conflict of laws principles.



                                      -15-