<PAGE>
                                                                   EXHIBIT 10.51

                                  PULITZER INC.
                               2003 INCENTIVE PLAN


         1. BACKGROUND. The purpose of the Pulitzer Inc. 2003 Incentive Plan
(the "Plan") is to attract, motivate, reward and retain key personnel of
Pulitzer Inc. (the "Company") and its subsidiaries through the use of
equity-based and cash incentive compensation opportunities ("Awards"), including
(a) options to purchase shares of the Company's common stock, $.01 par value
("Common Stock"), granted under Section 5, (b) stock awards granted under
Section 6, (c) stock appreciation rights ("SARs"), dividend equivalent payment
rights and other forms of equity-based compensation granted under Section 7, and
(d) cash incentive awards granted under Section 8. The Plan amends, restates and
consolidates into a single plan the Pulitzer Inc. 1999 Stock Option Plan and the
Pulitzer Inc. 1999 Key Employees' Restricted Stock Purchase Plan (the
"Predecessor Plans").

         2. ELIGIBILITY. The Company may grant Awards under the Plan to any
present or future directors, officers, employees and other key personnel of the
Company or a subsidiary of the Company. For Plan purposes, a subsidiary of the
Company is any entity in which the Company has a direct or indirect ownership
interest of at least 50%.

         3. LIMITATIONS ON COMPANY STOCK AWARDS UNDER THE PLAN.

                  (a) Aggregate Share Limitation. The Company may issue and sell
         up to 4,500,000 shares of Common Stock under the Plan, inclusive of
         shares issued pursuant to grants made under the Predecessor Plans, but
         exclusive of (1) shares covered by the unexercised portion of an option
         that terminates, expires, is canceled or is settled in cash, (2) shares
         forfeited or repurchased under the Plan, (3) shares subject to Awards
         that are forfeited, canceled, terminated or settled in cash, (4) shares
         withheld or surrendered in order to pay the exercise or purchase price
         under an Award or to satisfy the tax withholding obligations associated
         with the exercise, vesting or settlement of an Award, and (5) shares
         subject to SARs or a similar Award but not actually delivered in
         connection with the exercise or settlement of the Award.


                  (b) Individual Employee Limitations. In any calendar year, (1)
         no employee may be granted options and SARs relating to more than
         200,000 shares of Common Stock, and (2) no employee may earn other
         equity Awards subject to performance-based vesting criteria described
         in Section 8 relating to more than the employee's Annual Limit, which
         for this purpose shall equal 100,000 shares of Common Stock plus the
         amount of the employee's unused share-based Annual Limit as of the
         close of the previous year. With respect to performance-based Awards
         pursuant to Section 8 not valued by reference to Common Stock at the
         date of grant (so that the foregoing limitations would not operate as
         an effective limitation satisfying Treasury Regulation 1.162-27(e)(4)),
         no employee may be granted Awards authorizing the earning during any
         calendar year of an amount that exceeds the employee's Annual Limit,
         which for this purpose shall equal $3.5 million plus the amount of the
         employee's unused cash Annual Limit as of the close of the previous
         year. For purposes of this Section 3(b), (i) "earning" means satisfying
         performance conditions so that an amount becomes payable, without
         regard to whether it is to be paid currently or on a deferred basis or
         continues to be subject to any service requirement or other
         non-performance condition, and (ii) an employee's Annual Limit is used
         to the extent a cash or share amount may be potentially earned under an
         Award, regardless of whether such amount is in fact earned.

         4. ADMINISTRATION.

                  (a) Committee. The Plan will be administered by a committee
         (the "Committee") comprised of at least two members of the Company's
         Board of Directors (the "Board"). The members of the Committee will be
         appointed by and serve at the pleasure of the Board.


                                        1

<PAGE>


                  (b) Responsibility and Authority of Committee. Subject to the
         provisions of the Plan, the Committee, acting in its discretion, will
         have responsibility and full power and authority to (1) select the
         persons to whom Awards will be made, (2) prescribe the terms and
         conditions of each Award and make amendments thereto, (3) construe,
         interpret and apply the provisions of the Plan and of any agreement or
         other document evidencing an Award made under the Plan, and (4) make
         any and all determinations and take any and all other actions as it
         deems necessary or desirable in order to carry out the terms of the
         Plan. Notwithstanding the foregoing, the Board will have sole
         responsibility and authority for matters relating to the grant and
         administration of Awards to non-employee directors, and reference
         herein to the Committee with respect to any such matters will be deemed
         to refer to the Board. In exercising its responsibilities under the
         Plan, the Committee may obtain at the Company's expense such advice,
         guidance and other assistance from outside compensation consultants and
         other professional advisers as it deems appropriate.

                  (c) Delegation of Authority. Subject to the requirements of
         applicable law, the Committee may delegate to any person or group or
         subcommittee of persons (who may, but need not be members of the
         Committee) such Plan-related functions within the scope of its
         responsibility, power and authority as it deems appropriate. Without
         limiting the foregoing, the Committee may delegate to the Chairman and
         Chief Executive Officer of the Company annual discretion to grant a
         limited number of options to eligible employees, and the Committee may
         delegate to a subcommittee the authority to grant and administer Awards
         to senior executives, including stock options and Awards subject to
         performance-based criteria described in Section 8. If the Committee
         wishes to delegate a particular function to a subcommittee consisting
         solely of its own members, it may choose to do so on a de facto basis
         by limiting the members entitled to vote on matters relating to that
         function. Reference herein to the Committee with respect to functions
         delegated to another person, group or subcommittee will be deemed to
         refer to such person, group or subcommittee.

                  (d) Committee Actions. A majority of the members of the
         Committee shall constitute a quorum. The Committee may act by the vote
         of a majority of its members present at a meeting at which there is a
         quorum or by unanimous written consent. The decision of the Committee
         as to any disputed question, including questions of construction,
         interpretation and administration, shall be final and conclusive on all
         persons. The Committee shall keep a record of its proceedings and acts
         and shall keep or cause to be kept such books and records as may be
         necessary in connection with the proper administration of the Plan.

                  (e) Indemnification. The Company shall indemnify and hold
         harmless each member of the Committee or subcommittee appointed by the
         Committee and any employee or director of the Company or of a
         subsidiary to whom any duty or power relating to the administration or
         interpretation of the Plan is delegated from and against any loss,
         cost, liability (including any sum paid in settlement of a claim with
         the approval of the Board), damage and expense (including legal and
         other expenses incident thereto) arising out of or incurred in
         connection with the Plan, unless and except to the extent attributable
         to such person's fraud or willful misconduct.

         5. STOCK OPTION AWARDS. Stock options granted under the Plan will have
such vesting and other terms and conditions as the Committee, acting in its
discretion in accordance with the Plan, may determine, either at the time the
option is granted or, if the holder's rights are not adversely affected, at any
subsequent time. The Committee may impose restrictions on shares acquired upon,
and/or make or impose such other arrangements or conditions as it deems
appropriate for the deferral of income attributable to, the exercise of options
granted under the Plan.

                  (a) Minimum Exercise Price. The exercise price per share of
         Common Stock covered by an option granted under the Plan may not be
         less than 85% of fair market value on the date the option is granted.
         In the case of options granted to non-employee directors and "incentive
         stock options" (within the meaning of Section 422 of the Internal
         Revenue Code of 1986, as amended (the "Code")) granted to employees,
         the exercise price may not be less than 100% of fair market value on
         the date the option is granted (110% in the case of "incentive stock
         options" granted to an employee who is a 10% stockholder within the
         meaning of Section 422(b)(6) of the Code). For Plan purposes, unless
         otherwise determined by the


                                        2

<PAGE>

         Committee, the fair market value of a share of Common Stock on any date
         is the closing price per share in consolidated trading of securities
         listed on the principal national securities exchange on which shares of
         Common Stock are then traded, as reported by a recognized reporting
         service or, if there is no sale on such date, on the next preceding
         date on which such shares are traded.

                  (b) Limitation on Repricing of Options. Unless and except to
         the extent otherwise approved by the stockholders of the Company, the
         "repricing" of options granted under the Plan shall not be permitted.
         For this purpose, "repricing" means: (1) amending the terms of an
         option after it is granted to lower its exercise price, (2) any other
         action that is treated as a repricing under generally accepted
         accounting principles, and (3) canceling an option at a time when its
         strike price is equal to or greater than the fair market value of the
         underlying shares, in exchange for another option, restricted stock, or
         other equity; provided, however, that a cancellation, exchange or other
         modification to an option that occurs in connection with a merger,
         acquisition, spin-off or other corporate transaction, including under
         Section 9 (relating to capital and other corporate changes) will not be
         deemed a repricing. A cancellation and exchange described in clause (3)
         of the preceding sentence will be considered a repricing regardless of
         whether the option, restricted stock or other equity is delivered
         simultaneously with the cancellation, regardless of whether it is
         treated as a repricing under generally accepted accounting principles,
         and regardless of whether it is voluntary on the part of the option
         holder.

                  (c) Maximum Duration. Unless sooner terminated in accordance
         with its terms, an option will automatically expire on the tenth
         anniversary of the date it is granted (the fifth anniversary of the
         date it is granted in the case of an "incentive stock option" granted
         to an employee who is a 10% stockholder).

                  (d) Effect of Termination of Employment or Service. The
         Committee may establish such exercisability and other conditions
         applicable to an option following the termination of the optionee's
         employment or other service with the Company and its subsidiaries
         ("Termination of Service") as the Committee deems appropriate on a
         grant-by-grant basis.

                  (e) Nontransferability. No option shall be assignable or
         transferable except upon the optionee's death to a beneficiary
         designated by the optionee in a manner prescribed or approved for this
         purpose by the Committee or, if no designated beneficiary shall survive
         the optionee, pursuant to the optionee's will or by the laws of descent
         and distribution. During an optionee's lifetime, options may be
         exercised only by the optionee or the optionee's guardian or legal
         representative. Notwithstanding the foregoing, the Committee may permit
         the inter vivos transfer of an optionee's options (other than options
         designated as "incentive stock options") by gift to any "family member"
         (within the meaning of Item A.1.(5) of the General Instructions to Form
         S-8 or any successor provision), on such terms and conditions as the
         Committee deems appropriate.

                  (f) Manner of Exercise. An outstanding and exercisable option
         may be exercised by transmitting to the Secretary of the Company (or
         other person designated for this purpose by the Committee) a written
         notice identifying the option that is being exercised and specifying
         the number of shares to be purchased pursuant to that option, together
         with payment of the exercise price, and by satisfying the applicable
         tax withholding obligations pursuant to Section 10. The Committee,
         acting in its sole discretion, may permit the exercise price to be paid
         in whole or in part in cash or by check, by means of a cashless
         exercise procedure to the extent permitted by law, in the form of
         unrestricted shares of Common Stock (to the extent of the fair market
         value thereof) if the surrender or withholding of such shares does not
         result in the recognition of additional accounting expense by the
         Company or, subject to applicable law, by any other form of
         consideration deemed appropriate. In addition, the Committee may permit
         optionees to elect to defer the delivery of shares representing the
         profit upon exercise of an option, subject to such terms, conditions
         and restrictions as the Committee may specify.

                  (g) Rights as a Stockholder. No shares of Common Stock shall
         be issued in respect of the exercise of an option until payment of the
         exercise price and the applicable tax withholding obligations have been
         satisfied or provided for to the satisfaction of the Company. The
         holder of an option shall have no rights as a stockholder with respect
         to any shares covered by the option until the option is validly
         exercised, the exercise price is paid fully and applicable withholding
         obligations are satisfied fully.


                                        3
<PAGE>


                  (h) 2003 Formula Option Grant to Non-Employee Directors. In
         accordance with the Pulitzer Inc. 1999 Stock Option Plan, as previously
         in effect, the Company will grant an option to purchase 3,000 shares of
         Common Stock on the day following the 2003 annual meeting of the
         Company's stockholders to eligible non-employee directors. Unless the
         Board determines otherwise, no automatic option grants will be made to
         non-employee directors after 2003.

         6. STOCK AWARDS. The Committee may grant stock Awards upon such terms
and conditions as the Committee, acting in its discretion in accordance with the
Plan, may determine. A stock Award may take the form of the issuance and
transfer to the recipient of shares of Common Stock or a grant of stock units
representing a right to receive shares of Common Stock in the future and, in
either case, may be subject to designated vesting conditions and transfer
restrictions.

                  (a) Minimum Purchase Price. The purchase price payable for
         shares of Common Stock transferred pursuant to a stock Award must be at
         least equal to their par value, unless other lawful consideration is
         received by the Company for the issuance of the shares or treasury
         shares are delivered in connection with the Award.

                  (b) Stock Certificates for Non-Vested Stock. Shares of Common
         Stock issued pursuant to a non-vested stock Award may be evidenced by
         book entries on the Company's stock transfer records pending
         satisfaction of the applicable vesting conditions. If a stock
         certificate for shares is issued before the stock Award vests, the
         certificate will bear an appropriate legend to reflect the nature of
         the conditions and restrictions applicable to the shares, and the
         Company may require that any or all such stock certificates be held in
         custody by the Company until the applicable conditions are satisfied
         and other restrictions lapse. The Committee may establish such other
         conditions as it deems appropriate in connection with the issuance of
         certificates for shares issued pursuant to non-vested stock Awards,
         including, without limitation, a requirement that the recipient deliver
         a duly signed stock power, endorsed in blank, for the shares covered by
         the Award.

                  (c) Stock Certificates for Vested Stock. The recipient of a
         vested stock Award will be entitled to receive a certificate, free and
         clear of conditions and restrictions (except as may be imposed in order
         to comply with applicable law), for vested shares covered by the Award,
         subject, however, to the payment or satisfaction of withholding tax
         obligations in accordance with Section 10. The delivery of vested
         shares covered by an Award of stock units may be deferred if and to the
         extent provided by the terms of the Award or directed by the Committee.

                  (d) Rights as a Stockholder. Unless otherwise determined by
         the Committee, (1) the recipient of a stock Award will be entitled to
         receive dividend payments (or, in the case of an Award of stock units,
         dividend equivalent payments) on or with respect to the shares that
         remain covered by the Award (which the Committee may specify are
         payable on a deferred basis and are forfeitable to the same extent as
         the underlying Award), (2) the recipient of a non-vested stock Award
         may exercise voting rights if and to the extent that shares of Common
         Stock have been issued to him pursuant to the Award, and (3) the
         recipient will have no other rights as a stockholder with respect to
         such shares unless and until the shares are issued to him free of all
         conditions and restrictions under the Plan.

                  (e) Nontransferability. With respect to any stock Award,
         unless and until all applicable vesting conditions, if any, are
         satisfied and vested shares are issued, neither the stock Award nor any
         shares of Common Stock issued pursuant to the Award may be sold,
         assigned, transferred, disposed of, pledged or otherwise hypothecated
         other than to the Company in accordance with the terms of the Award or
         the Plan. Any attempt to do any of the foregoing before such time shall
         be null and void and, unless the Committee determines otherwise, shall
         result in the immediate forfeiture of the shares or the Award, as the
         case may be.

                  (f) Termination of Service Before Vesting; Forfeiture. Unless
         the Committee determines otherwise, a non-vested stock Award will be
         forfeited upon the recipient's Termination of Service. If a non-vested
         stock Award is forfeited, any certificate representing shares subject
         to such Award will be canceled on the books of the Company and the
         recipient will be entitled to receive from the Company an amount equal
         to

                                        4
<PAGE>


         any cash purchase price paid by him for such shares. If an Award of
         stock units is forfeited, the recipient will have no further right to
         receive the shares of Common Stock represented by such units.

         7. OTHER EQUITY-BASED AWARDS. The Committee may grant SARs, dividend
equivalent payment rights, phantom shares, bonus shares and other forms of
equity-based Awards to eligible persons, subject to such terms and conditions as
it may establish. Awards made pursuant to this Section may entail the transfer
of shares of Common Stock to an Award recipient or the payment in cash or
otherwise of amounts based on the value of shares of Common Stock and may
include, without limitation, Awards designed to comply with or take advantage of
the applicable tax and/or other laws. Shares of Common Stock covered by an Award
made under this Section will be deemed to have been issued under the Plan for
the purpose of applying the aggregate share limitation of Section 3(a) if and
when such shares or the Award to which such shares relate shall become vested.
An SAR constitutes a conditional right of the recipient to receive, in cash or
shares of equivalent value, an amount equal to the fair market value of a share
at an exercise or designated settlement date minus a specified base price; the
base price shall be an amount not less than 85% of the fair market value of a
share at the date of grant of the SAR.

         8. PERFORMANCE-BASED AWARDS.

                  (a) General. The Committee may condition the grant, exercise,
         vesting or settlement of equity-based Awards on the achievement of
         specified performance goals in accordance with this Section. In
         addition, incentive Awards, including annual incentive Awards and
         long-term incentive Awards, denominated as cash amounts, may be granted
         under this Section 8, which Awards may be earned by achievement of
         specified performance goals in accordance with this Section. The
         performance period during which achievement of such performance goals
         may be measured may be any period specified by the Committee.

                  (b) Objective Performance Goals. A performance goal
         established in connection with an Award covered by this Section must be
         (1) objective, so that a third party having knowledge of the relevant
         facts could determine whether the goal is met, (2) prescribed in
         writing by the Committee before the beginning of the applicable
         performance period or at such later date when fulfillment is
         substantially uncertain not later than 90 days after the commencement
         of the performance period and in any event before completion of 25% of
         the performance period, and (3) based on any one or more of the
         following business criteria (which may be applied to an individual, a
         subsidiary, a business unit or division, or the Company and any one or
         more of its subsidiaries as a whole, as determined by the Committee):

                           (i) total revenue or any key component thereof;

                           (ii) levels of paid circulation, distribution or
                  readership;

                           (iii) operating income, pre-tax or after-tax income
                  from continuing operations, EBITA, EBITDA or net income;

                           (iv) cash flow (including, without limitation, free
                  cash flow, cash flow return on investment (discounted or
                  otherwise), net cash provided by operations or cash flow in
                  excess of cost of capital);

                           (v) earnings per share or earnings per share from
                  continuing operations (basic or diluted);

                           (vi) return on capital employed, return on invested
                  capital, return on assets or net assets;

                           (vii) after-tax return on stockholders' equity;

                           (viii) economic value created;

                           (ix) operating margins or operating expenses;

                           (x) value of the Company's Common Stock or total
                  return to stockholders;

                           (xi) value of an investment in the Company's Common
                  Stock assuming the reinvestment of dividends;


                                        5

<PAGE>
                           (xii) strategic business criteria, consisting of one
                  or more objectives based on meeting specified market
                  penetration goals, geographic business expansion goals, cost
                  targets, advertiser satisfaction, reader satisfaction,
                  employee satisfaction, management of employment practices and
                  employee benefits, or supervision of litigation or information
                  technology goals, or goals relating to acquisitions or
                  divestitures of subsidiaries, affiliates or joint ventures;
                  and/or

                           (xiii) a combination of any or all of the foregoing
                  criteria.

The targeted level or levels of performance with respect to such business
criteria may be established at such levels and in such terms as the Committee
may determine, in its discretion, including in absolute terms, as a goal
relative to performance in prior periods, or as a goal compared to the
performance of one or more comparable companies or an index covering multiple
companies. If and to the extent permitted for Awards intended to qualify as
"performance-based" under Section 162(m) of the Code and regulations thereunder,
the Committee may provide for the adjustment of such performance goals to
reflect changes in accounting methods, corporate transactions (including,
without limitation, dispositions and acquisitions) and other similar types of
events or circumstances occurring during the applicable performance period.

         (c) Calculation of Performance-Based Award. At the expiration of the
applicable performance period, the Committee shall determine the extent to which
the performance goals established pursuant to this Section are achieved and the
extent to which each performance-based Award has been earned. The Committee may
not exercise its discretion to enhance the value of an Award that is subject to
performance-based conditions imposed under this Section.

         9. CAPITAL CHANGES, REORGANIZATION, SALE.

         (a) Adjustments Upon Changes in Capitalization. The aggregate number
and class of shares issuable under the Plan, the maximum number of shares with
respect to which options, SARs or other equity Awards may be granted to or
earned by any employee in any calendar year, the number and class of shares and
the exercise price per share covered by each outstanding option, the number and
class of shares and the base price per share covered by each outstanding SAR,
and the number and class of shares covered by each outstanding restricted stock
unit or other-equity-based Award, and any per-share base or purchase price or
target market price included in the terms of any such Award, and related terms
shall be adjusted proportionately or as otherwise appropriate to reflect any
increase or decrease in the number of issued shares of Common Stock resulting
from a split-up or consolidation of shares or any like capital adjustment, or
the payment of any stock dividend, and/or to reflect a change in the character
or class of shares covered by the Plan arising from a readjustment or
recapitalization of the Company's capital stock.

         (b) Cash, Stock or Other Property for Stock. Except as otherwise
provided in this Section, in the event of an Exchange Transaction (as defined
below), all optionees shall be permitted to exercise their outstanding options
in whole or in part (whether or not otherwise exercisable) immediately prior to
such Exchange Transaction, and any outstanding options which are not exercised
before the Exchange Transaction shall thereupon terminate. Notwithstanding the
preceding sentence, if, as part of an Exchange Transaction, the stockholders of
the Company receive capital stock of another corporation ("Exchange Stock") in
exchange for their shares of Common Stock (whether or not such Exchange Stock is
the sole consideration), and if the Board, in its sole discretion, so directs,
then all outstanding options shall be converted into options to purchase shares
of Exchange Stock. The amount and price of converted options shall be determined
by adjusting the amount and price of the options granted hereunder on the same
basis as the determination of the number of shares of Exchange Stock the holders
of Common Stock shall receive in the Exchange Transaction and, unless the Board
determines otherwise, the vesting conditions with respect to the converted
options shall be substantially the same as the vesting conditions set forth in
the original option agreement. The Board, acting in its discretion, may
accelerate vesting of non-vested stock Awards and other Awards, provide for cash
settlement and/or make such other adjustments to the terms of any outstanding
Award as it deems appropriate in the context of an Exchange Transaction, taking
into account the manner in which outstanding options are being treated.


                                        6

<PAGE>

                  (c) Definition of Exchange Transaction. For purposes hereof,
         the term "Exchange Transaction" means a merger (other than a merger of
         the Company in which the holders of Common Stock immediately prior to
         the merger have the same proportionate ownership of Common Stock in the
         surviving corporation immediately after the merger), consolidation,
         acquisition or disposition of property or stock, separation,
         reorganization (other than a mere reincorporation or the creation of a
         holding company), liquidation of the Company or any other similar
         transaction or event so designated by the Board in its sole discretion,
         as a result of which the stockholders of the Company receive cash,
         stock or other property in exchange for or in connection with their
         shares of Common Stock.

                  (d) Fractional Shares. In the event of any adjustment in the
         number of shares covered by any Award pursuant to the provisions
         hereof, any fractional shares resulting from such adjustment shall be
         disregarded, and each such Award shall cover only the number of full
         shares resulting from the adjustment.

                  (e) Determination of Board to be Final. All adjustments under
         this Section shall be made by the Board, and its determination as to
         what adjustments shall be made, and the extent thereof, shall be final,
         binding and conclusive.

         10. TAX WITHHOLDING. As a condition to the exercise of any Award or the
delivery of any shares of Common Stock pursuant to any Award or the lapse of
restrictions on any Award, or in connection with any other event that gives rise
to a federal or other governmental tax withholding obligation on the part of the
Company or a subsidiary relating to an Award (including, without limitation, an
income tax deferral arrangement pursuant to which employment tax is payable
currently), the Company and/or the subsidiary may (a) deduct or withhold (or
cause to be deducted or withheld) from any payment or distribution to an Award
recipient whether or not pursuant to the Plan or (b) require the recipient to
remit cash (through payroll deduction or otherwise), in each case in an amount
sufficient in the opinion of the Company to satisfy such withholding obligation.
If the event giving rise to the withholding obligation involves a transfer of
shares of Common Stock, then, at the sole discretion of the Committee, the
recipient may satisfy the withholding obligation described under this Section by
electing to have the Company withhold shares of Common Stock or by tendering
previously-owned shares of Common Stock, in each case having a fair market value
equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules); provided,
however, that no shares may be withheld if and to the extent that such
withholding would result in the recognition of additional accounting expense by
the Company.

         11. AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan, provided, however, that no such action may materially adversely affect a
holder's rights under an outstanding Award without his written consent. Any
amendment that would increase the aggregate number of shares of Common Stock
issuable under the Plan, the maximum number of shares with respect to which
options, SARs or other equity Awards may be granted to any employee in any
calendar year, or that would modify the class of persons eligible to receive
Awards shall be subject to the approval of the Company's stockholders. The
Committee may amend the terms of any agreement or Award made hereunder at any
time and from time to time, provided, however, that any amendment which would
materially adversely affect a holder's rights under an outstanding Award may not
be made without his consent.

         12. GENERAL PROVISIONS.

                  (a) Shares Issued Under Plan. Shares of Common Stock available
         for issuance under the Plan may be authorized and unissued, held by the
         Company in its treasury or otherwise acquired for purposes of the Plan.
         No fractional shares of Common Stock will be issued under the Plan.

                  (b) Compliance with Law. The Company will not be obligated to
         issue or deliver shares of Common Stock pursuant to the Plan unless the
         issuance and delivery of such shares complies with applicable law,
         including, without limitation, the Securities Act of 1933, as amended,
         the Securities Exchange Act of 1934, as amended, and the requirements
         of any stock exchange or market upon which the Common Stock may then be
         listed, and shall be further subject to the approval of counsel for the
         Company with respect to such compliance.

                                        7


<PAGE>

                  (c) Transfer Orders; Placement of Legends. All certificates
         for shares of Common Stock delivered under the Plan shall be subject to
         such stock-transfer orders and other restrictions as the Company may
         deem advisable under the rules, regulations, and other requirements of
         the Securities and Exchange Commission, any stock exchange or market
         upon which the Common Stock may then be listed, and any applicable
         federal or state securities law. The Company may cause a legend or
         legends to be placed on any such certificates to make appropriate
         reference to such restrictions.

                  (d) No Employment or other Rights. Nothing contained in the
         Plan or in any award agreement shall confer upon any recipient of an
         Award any right with respect to the continuation of his employment or
         other service with the Company or a subsidiary or interfere in any way
         with the right of the Company and its subsidiaries at any time to
         terminate such employment or other service or to increase or decrease,
         or otherwise adjust, the other terms and conditions of the recipient's
         employment or other service.

                  (e) Decisions and Determinations Final. All decisions and
         determinations made by the Board pursuant to the provisions hereof and,
         except to the extent rights or powers under the Plan are reserved
         specifically to the discretion of the Board, all decisions and
         determinations of the Committee, shall be final, binding and conclusive
         on all persons.

                  (f) Certain Limitations Relating to Accounting Treatment of
         Awards. At any time that the Company is accounting for
         stock-denominated Awards (other than SARs) under Accounting Principles
         Board Opinion 25 ("APB 25"), the Company intends that, with respect to
         such Awards, the compensation measurement date for accounting purposes
         shall occur at the date of grant or the date performance conditions are
         met if an Award is fully contingent on achievement of performance
         goals, unless the Committee specifically determines otherwise.
         Therefore, other provisions of the Plan notwithstanding, in order to
         preserve this fundamental objective of the Plan, if any authority
         granted to the Committee hereunder or any provision of the Plan or an
         Award agreement would result, under APB 25, in "variable" accounting or
         a measurement date other than the date of grant or the date such
         performance conditions are met with respect to such Awards, if the
         Committee was not specifically aware of such accounting consequence at
         the time such Award was granted or provision otherwise became
         effective, such authority shall be limited and such provision shall be
         automatically modified and reformed to the extent necessary to preserve
         the accounting treatment of the award intended by the Committee,
         subject to Section 11 of the Plan.

                  (g) Nonexclusivity of the Plan. No provision of the Plan, and
         neither its adoption Plan by the Board or submission to the
         stockholders for approval, shall be construed as creating any
         limitations on the power of the Board or a committee thereof to adopt
         such other incentive arrangements, apart from the Plan, as it may deem
         desirable, including incentive arrangements and Awards which do not
         qualify as "performance-based compensation" under Section 162(m) of the
         Code.

         13. GOVERNING LAW. All rights and obligations under the Plan and each
Award agreement or instrument shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its principles of
conflict of laws.

         Term of the Plan. The Plan shall become effective on the date it is
approved by the Company's stockholders (the "Effective Date"), at which time the
Predecessor Plans will thereupon be consolidated and restated. Unless sooner
terminated by the Board, the Plan shall terminate on October 28, 2008, which is
the original termination date of the Predecessor Plans. The rights of any person
with respect to an Award made under the Plan that is outstanding at the time of
the termination of the Plan shall not be affected solely by reason of the
termination of the Plan and shall continue in accordance with the terms of the
Award and of the Plan, as each is then in effect or is thereafter amended.


                                        8