EXHIBIT 10.6

                             IEC ELECTRONICS CORP.
                      2001 STOCK OPTION AND INCENTIVE PLAN


Article I.  Establishment and Purpose

     1.1   Establishment  of  the  Plan.  IEC  Electronics   Corp.,  a  Delaware
corporation  (hereinafter  referred to as the "Company"),  hereby establishes an
incentive compensation plan, to be known as the IEC Electronics Corp. 2001 Stock
Option and Incentive Plan (hereinafter  referred to as the "Plan"), as set forth
in this document.

     1.2 Purpose of the Plan. The Plan is intended to enhance the Company's
ability to attract and retain highly qualified officers, key employees, outside
directors, and other persons to advance the interests of the Company by
providing such persons with stronger incentives to continue to serve the Company
and its subsidiaries (as defined herein) and to expend maximum effort to improve
the business results and earnings of the Company. The Plan is intended to
accomplish this objective by providing to eligible persons an opportunity to
acquire or increase a direct proprietary interest in the operations and future
success of the Company.

     1.3 Effective Date. This Plan shall become effective upon its adoption by
the Board of Directors; provided, however, that the validity of the Plan and any
Award provided hereunder is subject to approval of the Plan at the next
stockholders' meeting following its adoption by the Board of Directors. If the
stockholders fail to timely approve the Plan, the Plan and any Award that may be
issued hereunder shall be null and void.

Article II.  Definitions

     Whenever used in the Plan and related documents (including Award
Agreements), the following terms shall have the meanings set forth below and,
when such meaning is intended, the initial letter of the word is capitalized:

     2.1 Award means, individually or collectively, a grant under the Plan of
any Option, Stock Appreciation Right, Unrestricted Stock, Restricted Stock,
Performance Stock, Director Stock or any other type of stock-based award
permitted under the Plan.

     2.2 Award Agreement means an agreement setting forth the terms and
provisions applicable to an Award granted to a Participant under the Plan.

     2.3 Base Value of an SAR means the Fair Market Value of a share of Stock on
the date the SAR is granted.

     2.4 Beneficial Owner means such term as defined in Rule 13d-3 under the
Exchange Act.

     2.5  Board  or Board of  Directors  means  the  Board of  Directors  of the
Company.

     2.6 Change in Control means:

     (a) the date of the acquisition by any "person" (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, excluding the Company or any
of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 15% or more of either the then outstanding shares of
Stock of the Company or the then outstanding voting securities entitled to vote
generally in the election of directors; or

     (b) the date the individuals who constitute the Board as of the date of the
adoption of the Plan by the Board (the "Incumbent Board") cease for any reason
to constitute at least two-thirds of the members of the Board, provided that any
person becoming a director subsequent to the date of the adoption of the Plan by
the Board whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than any individual whose nomination
for election to Board membership was not endorsed by the Company's management
prior to, or at the time of, such individual's initial nomination for election)
shall be, for the purposes of this Plan, considered as though such person were a
member of the Incumbent Board; or

     (c) the date of consummation of a merger, consolidation, recapitalization,
reorganization, sale or disposition of all or a substantial portion of the
Company's assets or the issuance of shares of stock of the Company in connection
with the acquisition of the stock or assets of another entity; provided,
however, that a Change in Control shall not occur under this clause (c) if
consummation of the transaction would result in at least 51% of the total voting
power represented by the voting securities of the Company (or, if not the
Company, the entity that succeeds to all or substantially all of the Company's
business) outstanding immediately after such transaction being beneficially
owned (within the meaning of Rule 13d-3 promulgated pursuant to the Exchange
Act) by at least 51% of the holders of outstanding voting securities of the
Company immediately prior to the transaction, with the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in the transaction; or

                                     Page 1

                                 Page 57 of 104
<PAGE>
     (d) the  date  the  Company  files a report  or  proxy  statement  with the
Securities  and Exchange  Commission  pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule,  form or report
of item  therein)  that a  change  in  control  of the  Company  has or may have
occurred,  or will or may occur in the  future,  pursuant  to any then  existing
contract or transaction.

     2.7 Code means the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.

     2.8 Committee means the committee, as specified in Article III appointed by
the Board to administer the Plan.

     2.9 Company means IEC  Electronics  Corp., a Delaware  corporation,  or any
successor thereto as provided in Article XX herein.

     2.10 Covered Employee means any Participant who would be considered a
"covered employee" for purposes of Section 162(m) of the Code.

     2.11 Designated Beneficiary means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts or
Stock due or exercise rights of the Participant in the event of the
Participant's death. In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's Estate.

     2.12 Detrimental Activity means the type of activity described in Section
17.1 herein.

     2.13 Director Stock means an Award of Stock to an Outside Director
described in Section 7.2 herein.

     2.14 Disability means a mental or physical condition which, in the opinion
of the Committee, renders a Participant unable or incompetent to carry out the
job responsibilities which such Participant held or the duties to which such
Participant was assigned at the time the disability was incurred, and which is
expected to be permanent or for an indefinite duration.

     2.15 Eligible Person means any employee, officer or director (including any
Outside Director) of the Company and its Subsidiaries and any consultant or
independent contractor providing services to the Company or any Subsidiary whom
the Committee deems to be an Eligible Person.

     2.16 Employee means an individual who is paid on the payroll of the Company
or of one of the Company's Subsidiaries, and is classified on the Company's
human resource payroll system as a regular full-time or regular part-time
employee.

     2.17 Exchange Act means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

     2.18 Exercise Period means the period during which an Option or SAR is
exercisable as set forth in the related Award Agreement.

     2.19 Fair Market Value means the value of a share of Stock, determined as
follows: if on the determination date the Stock is listed on an established
national or regional stock exchange, is admitted to quotation on the Nasdaq
National Market, or is publicly traded on an established securities market, the
Fair Market Value of a share of Stock shall be the closing price of the Stock on
such exchange or in such market (the closing price on the principal such
exchange or market if there is more than one such exchange or market) on the
determination date (or if there is no such reported closing price, the Fair
Market Value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading date), or, if no sale of
Stock is reported for such trading day, on the next preceding day on which any
sale shall have been reported. If the Stock is not listed on such an exchange,
quoted on such system or traded on such a market, Fair Market Value shall be the
value of the Stock as determined by the Committee in good faith.

     2.20 Family Member means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, or sibling, including adoptive relationships, a
trust in which these persons have more than fifty (50) percent of the beneficial
interest, a foundation in which these persons (or the Employee) control the
management of assets, and any other entity in which these persons (or the
Employee) own more than fifty (50) percent of the voting interests.

     2.21 Freestanding SAR means an SAR that is not a Tandem SAR.

     2.22 Incentive Stock Options or ISO means an option to purchase Stock,
granted under Article VI of the Plan, which is designated as an Incentive Stock
Option and is intended to meet the requirements of Section 422 of the Code or
any successor provision.

     2.23 Nonstatutory Stock Option or NSO means an option to purchase Stock,
granted under Article VI of the Plan, which is not intended to be an incentive
stock option under Section 422 of the Code.

                                     Page 2

                                 Page 58 of 104
<PAGE>
     2.24 Option means an option to purchase one or more shares of Stock
pursuant to the Plan and may be designated as an Incentive Stock Option, a
Nonstatutory Stock Option, a Reload Option or an Outside Director Option.

     2.25 Option Exercise Price means the price at which the shares of Stock
covered by a particular Option may be purchased by a Participant, as determined
by the Committee or Board and set forth in the Option Award Agreement.

     2.26 Other Stock-Based Award means any Award granted under Article XI of
the Plan.

     2.27 Outside  Director means a member of the Board who is not an officer or
employee of the Company.

     2.28 Outside Director Option means an NSO granted under Section 7.1 of the
Plan to an Outside Director.

     2.29 Participant means an Eligible Person designated to be granted an Award
under the Plan.

     2.30 Performance Stock means an Award described in Article X of the Plan.

     2.31 Period of Restriction means that period of time determined by the
Committee during which the transfer of shares of Restricted Stock is limited in
some way and such shares are subject to forfeiture.

     2.32 Person means any individual, corporation,  partnership, association or
trust.

     2.33 Plan means the IEC  Electronics  Corp. 2001 Stock Option and Incentive
Plan.

     2.34 Reload Option means an additional Option described in Section 6.6
herein.

     2.35 Reporting Person means a person required to file reports under Section
16(a) of the Exchange Act or any successor statute.

     2.36 Restricted Stock means an Award described in Article IX herein.

     2.37 Retirement means termination of employment with the Company if such
termination of employment constitutes normal retirement, early retirement,
disability retirement or other retirement as provided for at the time of such
termination of employment under the applicable retirement program then
maintained by the Company, provided that the Participant does not continue in
the employment of the Company.

     2.38 Securities Act means the Securities Act of 1933, as amended.

     2.39 Stock means the common stock, $.01 par value, of the Company.

     2.40 Stock Appreciation Right or SAR means a right, granted alone or in
connection with a related Option, designated as an SAR, to receive a payment on
the day the right is exercised, pursuant to the terms of Article VIII herein.
Each SAR shall be denominated in terms of one share of Stock.

     2.41 Subsidiary means any "subsidiary corporation" of the Company within
the meaning of Section 424(f) of the Code.

2.42 Tandem SAR means an SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
Stock under the related Option (and when Stock is purchased under the Option,
the Tandem SAR shall be similarly canceled).

     2.43 Ten-Percent Stockholder means an Employee who owns stock of the
Company possessing more than 10% percent of the total combined voting power of
all classes of stock of the Company at the time an ISO is granted.

     2.44 Termination of Employment means the date on which an individual is for
any reason no longer employed by the Company or any of its Subsidiaries.

     2.45 Termination of Service means the date on which an Outside Director's
service as a director ceases for any reason.

     2.46 Unrestricted Stock means an Award of Stock not subject to restrictions
described in Article IX herein.

                                     Page 3

                                 Page 59 of 104
<PAGE>
Article III.  Administration of the Plan

     3.1 The Committee. The Plan shall be administered by the Compensation
Committee or such other committee (the "Committee") as the Board shall select.
The Committee shall consist of no fewer than two members of the Board, none of
whom shall be an officer or other salaried employee of the Company, and each of
whom shall qualify in all respects as a "non- employee director" within the
meaning of Rule 16b-3 under the Exchange Act or any successor rule or regulation
and as an "outside director" within the meaning of Section 162(m) of the Code.
The members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board.

     3.2 Authority of the Committee. The Committee shall have full power and
authority, except as limited by law, the Articles of Incorporation or the Bylaws
of the Company, subject to such other restricting limitations or directions as
may be imposed by the Board and subject to the provisions herein, to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of shares of
Stock to be covered by (or with respect to which payments, rights or other
matters are to be calculated in connection with) each Award; (iv) determine the
terms and conditions of any Award or Award Agreement; (v) amend the terms and
conditions of any Award or Award Agreement and accelerate the exercisability of
Options or the lapse of restrictions relating to Restricted Stock; (vi)
determine whether, to what extent and under what circumstances Awards may be
exercised in cash, Stock, other securities, other Awards, other property, or
canceled, forfeited or suspended; (vii) determine whether, to what extent and
under what circumstances cash, stock, other securities, other Awards, other
property and other amounts payable with respect to an Award under the Plan shall
be deferred either automatically or at the election of the holder thereof or the
Committee; (viii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; or other property, or
canceled, forfeited or suspended; (ix) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.

     3.3 Awards to Outside Directors. With respect to Awards to Outside
Directors pursuant to Article VII, the Committee's responsibilities under the
Plan shall be limited to taking all legal actions necessary to document the
Awards so granted, to interpret the Award Agreements evidencing such Awards, to
maintain appropriate records and reports regarding such Awards, and to take all
acts authorized by this Plan or otherwise reasonably necessary to effect the
purposes hereof. Awards provided for in Article VII shall be made by the Board.

     3.4 Delegation. The Committee may delegate to one or more officers of the
Company, but only to the extent such officer or officers are also members of the
Board of Directors of the Company, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to Eligible
Persons who are not officers or directors of the Company for purposes of Section
16 of the Exchange Act. The Committee shall not delegate its powers and duties
under the Plan in any manner that would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.

     3.5 Delivery of Stock by Company; Restrictions on Stock. Notwithstanding
any other provision of the Plan, the Company shall have no liability to deliver
any Stock or benefits under the Plan unless such delivery would comply with all
applicable laws (including, without limitation, the Securities Act) and
applicable requirements of any securities exchange or similar entity and unless
the Participant's tax obligations have been satisfied as set forth in Article
XV.

     The Committee may impose such restrictions on any Stock acquired pursuant
to Awards under the Plan as it may deem advisable, including, without
limitation, restrictions to comply with applicable federal securities laws, with
the requirements of any stock exchange or market upon which such Stock is then
listed and/or traded and with any blue sky or state securities laws applicable
to such Stock.

     3.6 Decisions Binding. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan shall be final, conclusive and binding upon any Participant,
any holder or beneficiary of any Award, any employee of the Company or any
Subsidiary, and all other persons having any interest therein.

     3.7 No Liability; Indemnification. No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Award Agreement, except for liability
arising from his or her own willful misfeasance, gross negligence or reckless
disregard of his or her duties. The Company hereby agrees to indemnify each
member of the Committee and the Board for all costs and expenses and, to the
fullest extent permitted by applicable law, any liability incurred in connection
with defending against, responding to, negotiating for the settlement of or
otherwise dealing with any claim, cause of action or dispute of any kind arising
in connection with any actions in administering this Plan or in authorizing or
denying authorization to any transaction hereunder.

     3.8 Costs. The Company shall pay all costs of administration of the Plan.

                                     Page 4

                                 Page 60 of 104
<PAGE>
Article IV.  Stock Subject to the Plan

     4.1 Number of Shares.  Subject to Section 4.2 herein,  the total  number of
shares of Stock  available for Awards under the Plan shall be 1,500,000.  Shares
of Stock underlying  lapsed or forfeited  Awards, or Awards that are not paid in
Stock,  may be reused for other  Awards.  If the purchase  price  relating to an
Award is satisfied by tendering  Stock,  only the number of shares issued net of
the  shares  tendered  shall be deemed  issued  under the  Plan.  Stock  granted
pursuant to the Plan may be (i) authorized  but unissued  shares of common stock
or (ii) treasury stock.

     4.2  Adjustments  in  Authorized  Stock and  Awards.  In the event that any
dividend  or other  distribution  (whether  in the form of  cash,  Stock,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase  or  exchange  of Stock or other  securities  of the Company or other
similar  corporate  transaction or event affecting the Stock would be reasonably
likely to result in the  diminution  or  enlargement  of any of the  benefits or
potential  benefits  intended  to be made  available  under the Plan or under an
Award  (including,  without  limitation,  the benefits or potential  benefits of
provisions  relating to the term,  vesting or exercisability of any Option,  the
availability  of any "reload"  Option  rights,  if any,  contained in any Option
Award,  and any  Change in  Control or similar  provisions  of any  Award),  the
Committee,  in its sole  discretion,  shall,  in such  manner  as it shall  deem
equitable or appropriate  in order to prevent such  diminution or enlargement of
any such benefits or potential benefits, adjust any or all of (i) the number and
type of shares of Stock (or other securities or other property) which thereafter
may be made the  subject of Awards,  (ii) the number and type of shares of Stock
(or other securities or other property) subject to outstanding  Awards and (iii)
the  purchase or exercise  price with respect to any Award;  provided,  however,
that the  number of shares of Stock  covered by any Award or to which such Award
relates shall always be a whole number.  Notwithstanding the foregoing, (i) each
such  adjustment with respect to an Incentive Stock Option shall comply with the
rules of Section 424(a) of the Code and (ii) in no event shall any adjustment be
made which would render any Incentive Stock Option granted hereunder to be other
than an incentive stock option for purposes of Section 422 of the Code.

     4.3 Award  Limitations.  Subject to Section 4.2 above, (i) the total number
of shares of Stock with  respect to which  Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 400,000 shares;  (ii) the
total number of shares of  Restricted  Stock that may be granted in any calendar
year to any Covered  Employee shall not exceed 400,000  shares;  (iii) the total
number of shares of  Performance  Stock that may be granted in any calendar year
to any Covered  Employee  shall not exceed  400,000  shares;  and (iv) the total
number of shares of Stock that are  intended  to  qualify  for  deduction  under
Section 162(m) of the Code granted pursuant to Article XI herein in any calendar
year to any Covered Employee shall not exceed 400,000 shares.

     4.4 Incentive Stock Options. Notwithstanding the foregoing, the number of
shares of Stock available for granting Incentive Stock Options under the Plan
shall not exceed 1,000,000, subject to adjustment as provided in Section 4.2 of
the Plan and Section 422 or 424 of the Code or any successor provision.

Article V.  Eligibility and Participation

     5.1 Eligibility. Any Eligible Person, including any Eligible Person who is
an officer or director of the Company or any Subsidiary, shall be eligible to be
designated a Participant; provided, however, that an Incentive Stock Option may
be granted only to full-time or part-time employees (which term as used herein
included, without limitation, officers and directors who are also employees).

     5.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time, select from all Eligible Persons those to whom
Awards shall be granted.

                                     Page 5

                                 Page 61 of 104
<PAGE>
Article VI.  Stock Options

     6.1 Grant of Options. Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Person, except an Outside Director, at any
time and from time to time, as shall be determined by the Committee.

     The Committee shall have complete discretion in determining the number of
shares of Stock subject to Options granted to each Eligible Person (subject to
Article IV herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such Options. The Committee
may grant ISOs, NSOs or a combination thereof. Notwithstanding the foregoing, no
Eligible Person shall be granted an ISO which would result in such person
receiving a grant of ISOs for Stock that would have an aggregate fair market
value in excess of $100,000, or such other amount specified in Section 422(d) of
the Code, determined as of the time that the ISO is granted, that would be
exercisable for the first time by such person during any calendar year.

     6.2 Option Award Agreement. Each Option grant shall be evidenced by an
Option Award Agreement that shall specify the Option Exercise Price, the term of
the Option, the number of shares of Stock to which the Option pertains, the
Exercise Period and such other provisions as the Committee shall determine,
including, but not limited to, special provisions relating to a change in
control and any Reload Options. The Option Award Agreement shall also specify
whether the Option is intended to be an ISO or NSO.

     6.3 Option Exercise Price. The Option Exercise Price shall not be less than
100% of the Fair Market Value of the Stock on the date of grant (110% in the
case of an ISO granted to a Ten-Percent Stockholder).

     6.4 Option Term. The term of each Option shall be fixed by the Committee at
the time of grant, but, in no event, shall any Option have a term of more than
ten years (five years in the case of an ISO granted to a Ten-Percent
Stockholder). The Committee may, subsequent to the grant of any Option, extend
the term thereof, but, in no event, shall the term as so extended exceed the
maximum term provided for in the preceding sentence.

     6.5 Exercise of and Payment for Options. Options granted under the Plan
shall be exercisable in such amounts and at such time and shall be subject to
such restrictions and conditions as the Committee shall in each instance
approve. The Committee may accelerate the exercisability of any Option or any
portion thereof at any time.

     A Participant may exercise an Option at any time during the Exercise
Period. Options shall be exercised by the delivery of a written notice to the
Company, setting forth the number of shares of Stock with respect to which the
Option is to be exercised, accompanied by provision for full payment of the
Stock.

     The Option Exercise Price shall be payable: (i) in cash or its equivalent,
(ii) by tendering (by actual delivery of shares or by attestation) previously
acquired Stock (owned for at least six months) having an aggregate Fair Market
Value at the time of exercise equal to the total Option Exercise Price, (iii) by
broker-assisted cashless exercise or (iv) by a combination of (i), (ii) and/or
(iii).

     Stock received upon exercise of an Option may be granted subject to any
restrictions deemed appropriate by the Committee.

     6.6 Reload Options. The Committee may provide in an Award Agreement that a
Participant who exercises all or any portion of an Option with Stock which has a
Fair Market Value equal to not less than 100% of the Option Exercise Price for
such Option shall be granted, subject to Article IV, an additional option
("Reload Option") for a number of shares of Stock equal to the sum ("Reload
Number") of the number of shares of Stock tendered in payment of the Option
Exercise Price for the Options plus, if so provided by the Committee, the number
of shares of Stock, if any, retained by the Company in connection with the
exercise of the Options to satisfy any federal, state or local tax withholding
requirements.

     Reload Options shall be subject to the following terms and conditions:

     (i) the grant date for each Reload  Option shall be the date of exercise of
the Option to which it relates;

     (ii) subject to (iii) below, the Reload Option, upon vesting, may be
exercised at any time during the unexpired term of the Option to which it
relates (subject to earlier termination thereof as provided in the Plan and in
the applicable Award Agreement); and

     (iii) the terms of the Reload Option shall be the same as the terms of the
Option to which it relates, except that (a) the Option Exercise Price shall be
the Fair Market Value of the Stock on the grant date of the Reload Option and
(b) the Reload Option shall be subject to new vesting provisions, commencing one
(1) year after the grant date of the Reload Option and vesting upon the same
schedule as the Option to which it relates.

     Reload Options may not be granted to Participants who exercise Options
after a Termination of Employment.

                                     Page 6

                                 Page 62 of 104
<PAGE>

     6.7 Termination. Each Option Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the Option following
termination of the Participant's employment with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee (subject to applicable law), shall be included in the Option Award
Agreement entered into with Participants, need not be uniform among all Options
granted pursuant to the Plan or among Participants and may reflect distinctions
based on the reasons for termination.

     To the extent the Option Agreement does not set forth termination
provisions, the provisions of Article XVI shall control

     6.8 Transferability of Options. Except as otherwise determined by the
Committee, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant, and no Option
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. ISOs are not transferable other than by will or by the laws of
descent and distribution.

     The Committee shall have the authority, in its discretion, to grant (or to
sanction by way of amendment to an existing Award) Nonstatutory Stock Options
which may be transferred by the Participant during his lifetime to any Family
Member. A transfer of an Option pursuant hereto may only be effected by the
Company at the written request of a Participant and shall become effective only
when recorded in the Company's record of outstanding Options. In the event an
Option is transferred as contemplated herein, any Reload Options associated with
such transferred Option shall terminate, and such transferred Option may not be
subsequently transferred by the transferee except by will or the laws of descent
and distribution. Otherwise, a transferred Option shall continue to be governed
by and subject to the terms and limitations of the Plan and the relevant Award
Agreement, and the transferee shall be entitled to the same rights as the
Participant, as if no transfer had taken place.

Article VII.  Awards to Outside Directors

     7.1 Outside Director Options.

     7.1.1 Grant of Options. Subject to the terms and conditions of the Plan,
Nonstatutory Stock Options may be granted to an Outside Director at any time and
from time to time, as shall be determined by the Board.

     The Board shall have complete discretion in determining the number of
shares of Stock subject to Outside Director Options granted to each Outside
Director (subject to Article IV herein) and, consistent with the provisions of
the Plan, in determining the terms and conditions pertaining to such Outside
Director Options.

     7.1.2 Option Award Agreement. Each Outside Director Option grant shall be
evidenced by an Option Award Agreement that shall specify the Option Exercise
Price, the term of the Option (which shall not be greater than ten (10 years),
the number of shares of Stock to which the Option pertains, the Exercise Period
and such other provisions as the Board shall determine, including, but not
limited to, special provisions relating to a change of control.

     7.1.3 Option Exercise  Price.  The Option Exercise Price shall not be shall
not be less  than  100% of the Fair  Market  Value  of the  Stock on the date of
grant.

     7.1.4 Option Term. The term of each Option shall be fixed by the Board at
the time of grant, but, in no event, shall an Option have a term of more than
ten years. The Board may, subsequent to the grant of any Option, extend the term
thereof, but, in no event, shall the term as so extended exceed the maximum term
provided for in the proceeding section.

     7.1.5 Exercise of and Payment for Options. Outside Director Options granted
under the Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions, as the Board shall in each instance approve.

                                     Page 7

                                 Page 63 of 104
<PAGE>

     An Outside Director may exercise an Option at any time during the Exercise
Period. Options shall be exercised by the delivery of a written notice of
exercise to the Company, setting forth the number of shares of Stock with
respect to which the Option is to be exercised, accompanied by provision for
full payment of the Stock.

     The Option Exercise Price shall be payable: (i) in cash or its equivalent,
(ii) by tendering (by actual delivery of shares or by attestation) previously
acquired Stock (owned for at least six months) having an aggregate Fair Market
Value at the time of exercise equal to the total Option Exercise Price, (iii) by
broker-assisted cashless exercise or (iv) by a combination of (i), (ii) and/or
(iii).

     Stock received upon exercise of an Outside Director Option may be granted
pursuant to any restrictions deemed appropriate by the Board.

     7.1.6 Termination. Each Option Award Agreement shall set forth the extent
to which the Outside Director shall have the right to exercise the Option
following termination of the Outside Director's service with the Company. Such
provisions shall be determined in the sole discretion of the Board (subject to
applicable law), shall be included in the Option Award Agreement entered into
with the Outside Director, need not be uniform among all Options granted to
Outside Directors pursuant to the Plan and may reflect distinctions based on the
reasons for termination.

     To the extent the Option Award Agreement does not set forth termination
provisions, the provisions of Article XVI shall control.

     7.1.7 Transferability of Options. Except as otherwise determined by the
Board, all Options granted to an Outside Director under the Plan shall be
exercisable during his or her lifetime only by such Outside Director, and no
Option granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.

     The Board shall have the authority, in its discretion, to grant (or to
sanction by way of amendment to an existing Award) Outside Director Options,
which may be transferred by the Outside Director during his or her lifetime to
any Family Member. A transfer of an Option pursuant hereto may only by effected
by the Company at the written request of an Outside Director and shall become
effective only when recorded in the Company's record of outstanding Options. A
transferred Option shall continue to be governed by and subject to the terms and
limitations of the Plan and the relevant Award Agreement, and the transferee
shall be entitled to the same rights as the Outside Director, as if no transfer
had taken place.

     7.2 Director Stock.

     7.2.1 Director Compensation. The Company intends to pay each Outside
Director (a) an annual retainer, payable in quarterly installments or in any
other manner (determined without regard to the Plan) (the "Retainer"), (b) fees
for attendance at meetings of the Board of Directors and/or committees thereof
(determined without regard to the Plan) ("Meeting Fees"), and (c) such other
compensation for services as a director ("Other Compensation") as may be
determined from time to time by the Board. The Retainer, the Meetings Fees, and
the Other Compensation (collectively, "Director Compensation") shall be in such
amounts as may be set from time to time by the Board.

     7.2.2 Director Compensation Payable in Cash or Stock. Except as the Board
may otherwise determine, each Outside Director shall be entitled to receive any
component of his or her Director Compensation exclusively in cash, exclusively
in stock ("Director Stock") or any portion in cash and any portion in Director
Stock. The Board may from time to time require that all or a portion of the
Director Compensation be paid in Director Stock. To the extent not otherwise
prescribed by the Board, each Director shall be given the opportunity, during
the month the Director first becomes a Director and during the last month of
each quarter thereafter, to elect among the three choices for the remainder of
the quarter (in the case of the election made when the Director first becomes a
Director) and for the following quarter (in the case of any subsequent
election). If the Director chooses to receive at least some of his or her
Director Compensation in Director Stock, the election shall also indicate the
percentage of each component of the Director Compensation to be paid in Director
Stock. If a Director makes no election during his or her first opportunity to
make an election, the Director shall be assumed to have elected to receive his
or her entire Director Compensation in cash. If a Director makes no election
during any succeeding election month, the Director shall be assumed to have
remade the election then currently in effect for that Director. An election by a
Director to receive a portion of his or her Director Compensation in Director
Stock shall either (i) be approved by (a) the Committee or (b) the Board or (ii)
provide that Director Stock received by the Director pursuant to such election
shall be held by the Director for a period of at least six months.


                                     Page 8

                                 Page 64 of 104
<PAGE>
     7.2.3 Payment in Director  Stock.  Except as may otherwise be determined by
the Board, issuances of Director Stock in payment of Director Compensation for a
particular  quarter  shall be made as of the first  trading day after the end of
such calendar quarter.  The number of shares of Stock to be issued to a Director
as of the relevant trading date shall equal:

     [% multiplied by C] divided by P

     WHERE:

     %   = the percentage of the Director's Compensation that the Director is
         required and/or has elected to receive in the form of Director Stock,
         expressed as a decimal;


     C   = the cash amount that otherwise would have been paid as Director
         Compensation to the Director for the calendar quarter; and


     P = the Fair Market Value of one share of Stock on the trading date

     For Director Compensation not paid in quarterly installments, the Board
shall determine the relevant date of issuance for the shares of Stock to be
issued to a Director.

     Director Stock shall not include any fractional shares. Fractions shall be
rounded to the nearest whole share.


Article VIII.  Stock Appreciation Rights

     8.1 Grant of SARs. Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible Person at any time and from time to time as shall
be determined by the Committee. The Committee may grant Freestanding SARs,
Tandem SARs or any combination of these forms of SARs. A stock Appreciation
Right granted under the Plan shall confer on the holder thereof a right to
receive upon exercise thereof the excess of (i) the Fair Market Value of one
share of Stock on the date of exercise (or, if the Committee shall so determine,
at any time during a specified period before or after the date of exercise) over
(ii) the grant price of the Stock Appreciation Right as specified by the
Committee, which price shall not be less than 100% of the Fair Market Value of
one share of Stock on the date of grant of the Stock Appreciation Right.

     The Committee shall have complete discretion in determining the number of
SARs granted to each Eligible Person (subject to Article IV herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.

     8.2 SAR Award Agreement. Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period, the methods of exercise, and such other
conditions or restrictions as the Committee shall determine, including, but not
limited to, special provisions relating to a change in control.

     8.3 Exercise and Payment of SARs. Tandem SARs may be exercised for all or
part of the Stock subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the shares of Stock for which its related Option
is then exercisable.

     Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Exercise Price of the
underlying ISO and the Fair Market Value of the shares of Stock subject to the
underlying ISO at the time the Tandem SAR is exercised; (iii) the Tandem SAR may
be exercised only when the Fair Market Value of the shares of Stock subject to
the ISO exceeds the Option Exercise Price of the ISO; and (iv) the Tandem SAR
may be transferred only when the underlying ISO is transferable, and under the
same circumstances.

     Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them.

     A Participant may exercise an SAR at any time during the Exercise Period.
SARs shall be exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of SARs being exercised. Upon exercise of an
SAR, a Participant shall be entitled to receive payment from the Company in an
amount equal to the product of: (a) the excess of (i) the Fair Market Value of a
share of Stock on the date of exercise of (ii) the Base Value multiplied by: (b)
the number of shares of Stock with respect to which the SAR is exercised.

     At the sole discretion of the Committee, the payment to the Participant
upon SAR exercise may be in cash, the shares of Stock of equivalent value or in
some combination thereof.



                                     Page 9

                                 Page 65 of 104
<PAGE>
     8.4  Termination.  Each SAR Award  Agreement  shall set forth the extent to
which  the  Participant  shall  have the  right to  exercise  the SAR  following
termination  of  the   Participant's   employment   with  the  Company  and  its
Subsidiaries.  Such provisions shall be determined in the sole discretion of the
Committee,  shall be  included  in the SAR  Award  Agreement  entered  into with
Participants and may reflect distinctions based on the reasons for termination.

     To the extent the SAR Award Agreement does not set forth termination
provisions, the provisions of Article XVI shall control.

     8.5 Transferability of SARs. Except as otherwise determined by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant or his or her legal
representative, and no SAR granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

Article IX.  Unrestricted Stock and Restricted Stock

     9.1 Grant of Unrestricted Stock. Subject to the terms and conditions of the
Plan, Unrestricted Stock and/or Restricted Stock may be granted to an Eligible
Person at any time and from time to time, as shall be determined by the
Committee.

     The Committee shall have complete discretion in determining the number of
shares of Unrestricted Stock and/or Restricted Stock granted to each Eligible
Person (subject to Article IV herein) and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining to such Awards.
Restricted Stock shall be subject to such restrictions as may be determined by
the Committee and set forth in the Award Agreement.

     9.2 Period of Restriction. Restricted Stock shall be subject to a Period of
Restriction (after which restrictions will lapse), which shall mean a period
commencing on the date the Restricted Stock is granted and ending on such date
as the Committee shall determine. The Committee may provide for the lapse of
restrictions in installments where deemed appropriate.

     9.3 Unrestricted Stock and Restricted Stock Award Agreement. Each grant of
Unrestricted Stock and/or Restricted Stock shall be evidenced by an Award
Agreement that shall specify the number of shares of Unrestricted Stock and/or
Restricted Stock granted, the Period or Periods of Restriction (if applicable),
and such other provisions as the Committee shall determine, including, but not
limited to, special provisions relating to a change in control.

     9.4 Transferability. Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction established by the Committee and
specified in the Award Agreement. During the applicable Period of Restriction,
all rights with respect to the Restricted Stock granted to a Participant under
the Plan shall be available during his or her lifetime only to such Participant
or his or her legal representative.

     9.5 Certificates. No certificates representing Stock shall be delivered to
a Participant until such time as all restrictions applicable to such shares have
been satisfied.

     9.6 Removal of Restrictions. Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto. However, the Committee, in its sole discretion, shall have
the right to immediately vest the Stock and waive all or part of the
restrictions and conditions with regard to all or part of the Stock held by any
Participant at any time. Once Restricted Stock is released from the
restrictions, the Participant shall be entitled to receive a certificate.

     9.7  Voting  Rights.  During the Period of  Restriction,  Participants  may
exercise full voting rights with respect to the Restricted Stock.

     9.8 Dividends and Other Distributions. Subject to the Committee's right to
determine otherwise at the time of grant, during the Period of Restriction,
Participants shall receive all regular cash dividends paid with respect to the
Restricted Stock while they are so held. All other distributions paid with
respect to such Restricted Stock shall be credited to Participants subject to
the same restrictions on transferability and forfeitability as the Restricted
Stock with respect to which they were paid and shall be paid to the Participant
promptly after the full vesting of the Restricted Stock with respect to which
such distributions were made.

                                     Page 10

                                 Page 66 of 104
<PAGE>
     9.9 Termination.  Each Restricted Stock Award Agreement shall set forth the
extent to which the Participant shall have the right to receive Restricted Stock
payment following  termination of the  Participant's  employment or service with
the Company and its  Subsidiaries.  Such  provisions  shall be determined in the
sole  discretion  of the  Committee,  shall be included  in the Award  Agreement
entered  into with the  Participants,  need not be  uniform  among all grants of
Restricted Stock or among Participants and may reflect distinctions based on the
reasons for termination.

     To the extent the Restricted Stock Award Agreement does not set forth
termination provisions, the provisions of Article XVI shall control.

Article X.  Performance Stock

     10.1 Grant of Performance Stock. Subject to the terms and conditions of the
Plan, Performance Stock may be granted to an Eligible Person at any time and
from time to time, as shall be determined by the Committee.

     The Committee shall have complete discretion in determining the number of
shares of Performance Stock granted to each Eligible Person (subject to Article
IV herein) and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such Awards.

     10.2 Performance Stock Award Agreement. Each grant of shares of Performance
Stock shall be evidenced by a Performance Stock Award Agreement that shall
specify the number of shares of Performance Stock granted, the Performance
Period, the Performance Goals and such other provisions as the Committee shall
determine, including, but not limited to, special provisions relating to a
change in control.

     10.3 Value of Performance Stock. The value of a share of Performance Stock
shall be equal to the Fair Market Value of the Stock. The Committee shall set
Performance Goals in its discretion which, depending on the extent to which they
are met, will determine the number and/or value of Performance Stock that will
be paid to the Participants.

     10.4 Performance Period. The Performance Period for Performance Stock is
the period over which the Performance Goals are measured. The Performance Period
is set by the Committee for each Award; however, in no event shall an Award have
a Performance Period of less than one year.

     10.5 Performance Goals. For each Award of Performance Stock, the Committee
shall establish performance objectives ("Performance Goals") for the Company,
its Subsidiaries, and/or divisions of any of foregoing, based on the Performance
Criteria and other factors set forth in (a) and (b) below. Performance Goals
shall include payout tables, formulas or other standards to be used in
determining the extent to which the Performance Goals are met, and, if met, the
number of shares of Performance Stock and/or cash (or the rate of such
conversion) and distributed to Participants in accordance with Section 10.7. All
Performance Stock which may not be converted under the Performance Goals or
which are reduced by the Committee or which may not be converted for any other
reason after the end of the Performance Period shall be cancelled at the time
they would otherwise be distributable. When the Committee desires an Award to
qualify under Section 162(m) of the Code, as amended, the Committee shall
establish the Performance Goals for the respective Performance Stock prior or
within 90 days of the beginning of the service relating to such Performance
Goal, and not later than after 25% of such period of service has elapsed. For
all other Awards, the Performance Goals must be established before the end of
the respective Performance Period.

     (a) The Performance Criteria which the Committee is authorized to use, in
its sole discretion, are any of the following criteria or any combination
thereof:

     (1) Financial performance of the Company (on a consolidated basis), of one
or more of its Subsidiaries, and/or a division of any of the foregoing. Such
financial performance may be based on net income, EBITDA (earnings before income
taxes, depreciation and amortization), revenues, sales, expenses, costs, market
share, return on net assets, return on assets, return on capital, profit margin,
operating revenues, operating expenses, and/or operating income.

     (2) Service performance of the Company (on a consolidated basis), of one or
more of its Subsidiaries, and/or of a division of any of the foregoing. Such
service performance may be based upon measured customer perceptions of service
quality.

     (3) The Company's Stock price, return on stockholders' equity, total
stockholder return (Stock price appreciation plus dividends, assuming the
reinvestment of dividends), and/or earnings per share.


                                     Page 11

                                 Page 67 of 104
<PAGE>
     (b) Except to the extent otherwise  provided by the Committee in full or in
part, if any of the following events occur during a Performance Period and would
directly affect the  determination of whether or the extent to which Performance
Goals are met,  the  effects of such  events  shall be  disregarded  in any such
computation:  changes in accounting principles;  extraordinary items; changes in
tax  laws  affecting  net  income;  and  natural  disasters,  including  floods,
hurricanes, and earthquakes. No such adjustment shall be made to the extent such
adjustment would cause the Performance  Stock to fail to satisfy the performance
based exemption of Section 162(m) of the Code.

     10.6 Earning of Performance Stock. After the applicable Performance Period
has ended, the Participant shall be entitled to receive a payout with respect to
the Performance Stock earned by the Participant over the Performance Period, to
be determined as a function of the extent to which the corresponding Performance
Goals have been achieved.

     10.7 Form and Timing of Payment of Performance Stock. Payment of earned
Performance Stock shall be made following the close of the applicable
Performance Period. The Committee, in its sole discretion, may pay earned
Performance Stock in cash or in Stock (or in a combination thereof), which has
an aggregate Fair Market Value equal to the value of the earned Performance
Stock at the close of the applicable Performance Period. Such Stock may be
granted subject to any restrictions deemed appropriate by the Committee.

     10.8 Termination. Each Performance Stock Award Agreement shall set forth
the extent to which the Participant shall have the right to receive a
Performance Stock payment following termination of the Participant's employment
or service with the Company and its Subsidiaries during a Performance Period.
Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with Participants, need
not be uniform among all grants of Performance Stock or among Participants and
may reflect distinctions based on reasons for termination.

     To the extent the Performance Stock Award Agreement does not set forth
termination provisions, the provisions of Article XVI shall control.

     10.9 Transferability. Except as otherwise determined by the Committee, a
Participant's rights with respect to Performance Stock granted under the Plan
shall be available during the Participant's lifetime only to such Participant or
the Participant's legal representative and Performance Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.


Article XI.  Other Stock-Based Awards

     The Committee shall have the right to grant to Eligible Persons such other
Stock-Based Awards which may include, without limitation, the payment of Stock
in lieu of cash and the payment of Stock in lieu of cash under other Company
incentive or bonus programs as are deemed by the Committee to be consistent with
the purpose of the Plan; provided, however, that such grants must comply with
applicable law. Subject to the terms of the Plan, the Committee shall determine
the terms and conditions of such Awards.

Article XII.  Stock Purchase Program

     12.1 Establishment of Program.

     Subject to the terms of the Plan and compliance with applicable law, the
Board or Committee may, from time to time, establish one or more programs under
which Eligible Persons will be permitted to purchase shares of Stock under the
Plan, and shall designate the Eligible Persons to participate under Stock
purchase programs. The purchase price for shares of Stock available under such
programs, and other terms and conditions of such programs shall be established
by the Board or Committee. The purchase price may not be less than 100% of the
Fair Market Value of the Stock at the time of purchase (or in the Board's or
Committee's discretion, the average Stock value over a period determined by the
Board or Committee), and further provided that the purchase price may not be
less than par value.

     12.2 Restrictions.

     The Board or Committee may impose such restrictions with respect to shares
of Stock purchased under this Article XII as the Board or Committee determines
to be appropriate. Such restrictions may include, without limitation,
restrictions of the type that may be imposed with respect to Restricted Stock
under Article IX.

Article XIII.  Deferrals

     The Committee may, in its sole discretion, permit a Participant to defer
the Participant's receipt of the payment of cash or the delivery of Stock that
would otherwise be due to such Participant under the Plan. If any such deferral
election is permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.


                                     Page 12

                                 Page 68 of 104
<PAGE>
Article XIV.  Rights of Participants

     14.1 No Rights to Awards. No Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to different Participants.

     14.2 Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.

     14.3 No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

     14.4 No Right to Employment, etc. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ, or as
a consultant, or as giving an Outside Director the right to continue as a
director, of the Company or any Subsidiary. In addition, the Company or
Subsidiary may at any time dismiss a Participant from employment, or as a
consultant, or terminate the term of an Outside Director, free from any
liability or any claim under the Plan, unless otherwise expressly provided in
the Plan or in any Award Agreement.

     14.5 Limitation of Implied Rights. Neither a Participant nor any other
Person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets or other property
which the Company or any Subsidiary, in their sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary. Nothing contained in
the Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any Person.

     14.6 No Right as a Stockholder. Except as otherwise provided in the Plan,
no Award under the Plan shall confer upon the holder thereof any right as a
stockholder of the Company prior to the date on which the individual fulfills
all conditions for receipt of such rights.

     14.7 Waiver. Each Participant, by acceptance of an Award, waives all rights
to specific performance or injunctive or other equitable relief and acknowledges
that he or she has an adequate remedy at law in the form of damages.

Article XV.  Payment for Awards and Withholding

     15.1 Payment for Awards. In the event a Participant elects to pay the
Option Exercise Price or make payment for any other Award through tender of
previously acquired Stock, (i) only a whole number of share(s) of Stock (and not
fractional shares of Stock) may be tendered in payment, (ii) such Participant
must present evidence acceptable to the Company that he or she has owned any
such shares of Stock tendered in payment (and that such shares of Stock tendered
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise and (iii) Stock must be tendered to the
Company, either by actual delivery of the shares or by attestation. When payment
is made by tender of Stock, the difference, if any, between the aggregate amount
payable and the Fair Market Value of the share(s) of Stock tendered in payment
(plus any applicable taxes) shall be paid by check. No Participant may tender
shares of Stock having a Fair Market Value exceeding the aggregate Option
Exercise Price or other payment due.


                                     Page 13

                                 Page 69 of 104
<PAGE>

     15.2 Loans and Guarantees. The Committee may, in its discretion, cause the
Company to guarantee a loan from a third party to the Participant or to make a
loan to the Participant in an amount equal to all or any portion of the Option
Exercise Price and/or any related income taxes. Any such guarantee or loan by
the Company pursuant to this section shall be upon the following terms and
conditions:

     15.2.1 Term of Loan. Each loan or guarantee will extend for a period of not
more than five (5) years.

     15.2.2 Promissory Note. Each loan will be evidenced by a promissory note
given by the Participant and for which the Participant shall have full personal
liability. Each such note shall bear interest at such rate per annum as
determined by the Committee, which interest shall be not less than the rate in
effect for the Company's senior indebtedness to a financial institution and
shall be payable at such times as determined by the Committee but at least no
less frequently than annually. Payments of principal, or installments thereof,
need not be required by the terms of the notes, but may be required thereby if
so determined by the Committee. Principal and interest may be prepaid in whole
or in part, from time to time, without penalty. Each such note shall in all
events become due and payable without demand on the fifth anniversary of the
date of the note, or upon the Participant's failure to pay any installment of
principal and interest when due or within 30 days thereafter, or immediately
upon the insolvency or bankruptcy of the Participant, or within 30 days from the
date of termination of the Participant's employment or directorship or office
for whatever cause, excepting only death, Disability and Retirement. In the
event of the death of a Participant, such note shall become due and payable
without demand 9 months from the date of such death. In the event of the
Disability or Retirement of a Participant such note shall become due and payable
without demand 3 months from the date of such permanent disability or approved
retirement.

     15.2.3 Pledge of Stock. Each note or guaranty will be secured by a pledge
of the shares of Stock purchased with the proceeds of the loan which shall be
deposited with the Company. Dividends paid on shares subject to the pledge shall
be first applied against interest charges due upon the bank loan, or the note
secured, with any balance applied to reduce the principal thereof. Regardless of
any other provision of this Plan, shares pledged to secure the guarantee or note
may not be withdrawn from the pledge unless the proportionate amount of the
guaranteed bank loan or the note secured thereby shall be immediately repaid.

     15.2.4 Other Terms and Conditions. All such notes, guaranty and pledges may
contain such further terms and conditions  consistent with this Plan,  including
provisions  for  additional  collateral  security,  as may be  determined by the
Committee. from time to time.

     15.2.5 Approval by Stockholders. Approval and adoption of this Plan by the
stockholders of the Company shall constitute full and complete authorization for
any guaranty, loan, or interest reimbursement made to or on behalf of
Participant hereunder.

     15.2.6 Loans to Outside Directors and Consultants. Notwithstanding anything
contained herein to the contrary, each note or guaranty representing a loan or
guaranty to a Non- Employee Director or Consultant shall be secured by a pledge
of shares equal to twice their maximum loan value as defined in Federal Reserve
Regulation U (12 CFR Part 221) or by such other or additional collateral
security as the Committee deems appropriate and in the best interests of the
Company.

     15.3 Notification under Section 83(b). If a Participant shall, in
connection with the exercise of any Option, or the grant of any share of
Restricted Stock, make the election permitted under Section 83(b) of the code
(i.e., an election to include in such Participant's gross income in the year of
transfer the amounts specified in Section 83(b) of the Code), such Participant
shall notify the Company of such election within 10 days of filing notice of the
election with the Internal Revenue Service, in addition to any filing and
notification required pursuant to regulations issued under the authority of
Section 83(b) of the Code.

     15.4 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
(including any Stock withheld as provided below) sufficient to satisfy federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the Plan.

     15.5 Stock Withholding. With respect to tax withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards granted
hereunder, Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering Stock held by the Participant (by actual delivery
of the shares or by attestation) or by having the Company withhold Stock having
a Fair Market Value equal to the minimum statutory total tax which could be
imposed on the transaction. All elections shall be irrevocable, made in writing
and signed by the Participant.


                                     Page 14

                                 Page 70 of 104
<PAGE>
Article XVI.  Termination of Employment/Service

     16.1 Options to Employees and Officers. If a Participant who is an Employee
or officer has a Termination of Employment,  then, unless otherwise  provided by
the Committee or in the Award Agreement, the following provisions shall apply;

     16.1.1 Death. If the Participant's Termination of Employment is on account
of death, then unvested options shall be forfeited, and Options, to the extent
they are vested on the date of Termination of Employment, may be exercised, in
whole or in part, by the Participant's Designated Beneficiary at any time on or
before the earlier to occur of (x) the Expiration Date of the Option and (y) the
first anniversary of the date of such Termination of Employment.

     16.1.2 Retirement. If the Participant's Termination of Employment is on
account of Retirement, then unvested options shall be forfeited, and Options, to
the extent they are vested on the date of Termination of Employment, may be
exercised, in whole or in part, by the Participant at any time on or before the
earlier to occur of (x) the Expiration Date of the Option and (y) three months
after the date of such Termination of Employment.

     16.1.3 Disability. If the Participant's Termination of Employment is on
account of Disability, unvested Options shall be forfeited, and Options, to the
extent they are vested on the date of Termination of Employment, may be
exercised, in whole or in part, by the Participant at any time on or before the
earlier to occur of (x) the Expiration Date of the Option and (y) the first
anniversary of the date of such Termination of Employment.

     16.1.4 Cause. If the Participant's Termination of Employment is on account
of cause, all outstanding Options, vested and unvested, shall terminate and be
forfeited on the date of such Termination of Employment.

     16.1.5 Other Reasons. If the Participant's termination of Employment is for
any reason other than those enumerated in Sections 16.1.1 through 16.1.4,
unvested Options shall be forfeited, and Options, to the extent they are vested
on the date of Termination of Employment, may be exercised, in whole or in part,
by the Participant at any time on or before the earlier to occur of (x) the
Expiration Date of the Option and (y) three months after the date of such
Termination of Employment.

     16.1.6 Death after Termination of Employment. If (a) the Participant's
Termination of Employment is for any reason other than death and (b) the
Participant dies after such Termination of Employment but before the date the
Options must be exercised as set forth in the preceding subsections, unvested
Options shall be forfeited, and any Options, to the extent they are vested on
the date of the Participant's death, may be exercised, in whole or in part, by
the Participant's Designated Beneficiary at any time on or before the earliest
to occur of (x) the Expiration Date of the Option and (y) the first anniversary
of the date of death.

Reload Options may not be granted after a Termination of Employment.

     16.2 Options to Outside Directors. If a Participant who is an Outside
Director has a Termination of Service, then, unless otherwise provided by the
Committee or in the Award Agreement, the following provisions shall apply:

     16.2.1 Death. If the Participant's Termination of Service is on account of
death, then unvested options shall be forfeited, and Options, to the extent they
are vested on the date of Termination of Service, may be exercised, in whole or
in part, by the Participant's Designated Beneficiary at any time on or before
the earlier to occur of (x) the Expiration Date of the Option and (y) the first
anniversary of the date of such Termination of Service.

     16.2.2 Disability. If the Participant's Termination of Service is on
account of Disability, unvested Options shall be forfeited, and Options, to the
extent they are vested on the date of Termination of Service, may be exercised,
in whole or in part, by the Participant at any time on or before the earlier to
occur of (x) the Expiration Date of the Option and (y) the first anniversary of
the date of such Termination of Service.

     16.2.3 Retirement After Five Years of Service. If the Participant's
Termination of Service is on account of retirement from the Board, after having
served at least five (5) years as a director, then all outstanding Options, to
the extent not vested, shall vest, and all outstanding Options may be exercised,
in whole or in part, by the Participant at any time on or before the Expiration
Date of the Option.

                                     Page 15

                                 Page 71 of 104
<PAGE>
     16.2.4 Cause. If the Participant's  Termination of Service is on account of
cause,  all  outstanding  Options,  vested and unvested,  shall terminate and be
forfeited on the date of such Termination of Service.

     16.2.5 Other Reasons. If the Participant's Termination of Service is for
any reason other than those enumerated in Sections 16.2.1 through 16.2.4,
unvested Options shall be forfeited, and Options, to the extent they are vested
on the date of Termination of Service, may be exercised, in whole or in part, by
the Participant at any time on or before the earlier to occur of (x) the
Expiration Date of the Option and (y) three months after the date of such
Termination of Service.

     16.2.6 Death after Termination of Service. If (a) the Participant's
Termination of Service is for any reason other than death and (b) the
Participant dies after such Termination of Service but before the date the
Options must be exercised as set forth in the preceding subsections, unvested
Options shall be forfeited, and any Options, to the extent they are vested on
the date of the Participant's death, may be exercised, in whole or in part, by
the Participant's Designated Beneficiary at any time on or before the earliest
to occur of (x) the Expiration Date of the Option and (y) the first anniversary
of the date of death.

     16.3 Performance Stock.

     16.3.1 Termination of Employment Due to Death or Disability. In the event
of the Participant's Termination of Employment by reason of death or Disability,
the Participant shall receive a lump sum payout of all outstanding Performance
Stock calculated as if all unfinished Performance Periods had ended with 100% of
the Performance Goals achieved, payable in the year following the date of
Termination of Employment.

     16.3.2 Termination of Employment for Other Reasons. In the event of the
Participant's Termination of Employment for other than a reason set forth in
Section 16.3.1 (and other than for Cause), the Participant may receive no more
than a prorated payout of all Performance Stock, based on the number of months
the Participant worked during the respective Performance Period divided by the
number of months in the Performance Period.

     16.3.3 Termination of Employment for Cause. In the event of a Participant's
Termination of Employment for Cause, all Performance Stock shall be forfeited by
the Participant to the Company.

     16.4 Other Awards. If a Participant has a Termination of Employment or a
Termination of Service, then, unless otherwise provided by the Committee or in
the Award Agreement, all Awards, other than the Awards enumerated in Sections
16.1, 16.2 and 16.3, shall terminate and be forfeited on the date of such
Termination of Employment or Termination of Service.

Article XVII.  Cancellation and Rescission of Awards

     17.1 Cancellation and Rescission; Detrimental Activity. Unless the Award
Agreement specifies otherwise, the Committee may cancel, rescind, suspend,
withhold or otherwise limit or restrict any unexpired, unpaid, or deferred
Awards at any time if the Participant is not in compliance with all applicable
provisions of the Award Agreement and the Plan, or if the Participant engages in
any "Detrimental Activity". For purposes of this Article XVII, "Detrimental
Activity" shall include: (i) the rendering of services for any organization or
engaging directly or indirectly in any business which is or becomes competitive
with the Company, or which organization or business, or the rendering of
services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company; (ii) the disclosure to
anyone outside the Company, or the use in other than the Company's business,
without prior written authorization from the Company, of any confidential
information or material relating to the business of the Company, acquired by the
Participant either during or after employment with the Company; (iii) activity
that results in termination of the Participant's employment or service for
cause; (iv) a violation of any rules, policies, procedures or guidelines of the
Company, including, but not limited to, the Company's Code of Conduct; (v) any
attempt, directly or indirectly, to induce any employee of the Company to be
employed or perform services elsewhere or any attempt, directly or indirectly,
to solicit the trade or business of any current or prospective customer,
supplier or partner of the Company or (vi) any other conduct or act determined
by the Board to be injurious, detrimental or prejudicial to any interest of the
Company.

     17.2 Certification of Compliance. Upon exercise, payment or delivery
pursuant to an Award, the Participant, if requested by the Company, shall
certify in a manner acceptable to the Company that he or she is in compliance
with the terms and conditions of the Plan.

     17.3 Repayment of Gain; Set-off. In the event a Participant fails to comply
with the provisions of (i)-(vi) of Section 17.1 prior to, or during the six
months after, any exercise, payment or delivery pursuant to an Award, such
exercise, payment or delivery may be rescinded within two years thereafter. In
the event of any such rescission, the Participant shall pay to the Company the
amount of any gain realized or payment received as a result of the rescinded
exercise, payment or delivery, in such manner and on such terms and conditions
as may be required, and the Company shall be entitled to set-off against the
amount of any such gain any amount owed to the Participant by the Company.

                                     Page 16

                                 Page 72 of 104
<PAGE>


Article XVIII.  Change in Control

     Except as otherwise determined by the Committee or Board or except as
otherwise provided in the Award Agreement, upon the occurrence of a Change in
Control:

     (a) any and all outstanding Options and SARs will immediately become vested
         and  exercisable;
     (b) all restrictions applicable to outstanding Restricted Stock, Other
         Stock-Based Awards and Stock purchased by Participants pursuant to
         Article XII will immediately lapse and such Stock will immediately
         become fully vested;
     (c) the 100% Performance Goal for all Performance Stock relating to
         incomplete Performance Periods shall be deemed to have been fully
         achieved and shall be converted and distributed in accordance with the
         other terms of the Award Agreement and this Plan.

Article XIX.  Amendment, Modification and Termination

     The Board may, at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part, without the approval of the stockholders
of the Company, except as stockholder approval may be required (i) to permit the
Company to deduct, in computing its income tax liability pursuant to the
provisions of the Code, compensation resulting from Awards, (ii) to retain
incentive stock option treatment under Section 422 of the Code or (iii) under
the listing requirements of any securities exchange on which are listed any of
the Company's equity securities.

     No termination, amendment or modification of the Plan shall adversely
affect in any material way any Award previously granted under the Plan, without
the written consent of the Participant holding such Award, unless such
termination, modification or amendment is required by applicable law and except
as otherwise provided herein.

Article XX.  Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise of all or substantially all of the business
and/or assets of the Company.

Article XXI.  Legal Construction

     21.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

     21.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the 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.

     21.3 Requirements of Law. The granting of Awards and the issuance of Stock
under the Plan shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

     21.4 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, except with regard to conflicts
of law provisions.

Article XXII.  Duration of the Plan

     Subject to the Board's right to earlier terminate the Plan pursuant to
Article XIX hereof, the Plan shall terminate ten (10) years after the date of
the adoption of the Plan by the Board. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond the end of such 10-year period, and the authority of
the Committee provided for hereunder with respect to the Plan and any Awards,
and the authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond the end of such period.

                                     Page 17

                                 Page 73 of 104