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                                                                     EXHIBIT 4.4


                                 BR Holding Inc
                               Filing Type: REGST
                                Description: S-4
                              Filing Date: 08/09/99

Exhibit 10.1

                              BULL RUN CORPORATION

              AMENDED AND RESTATED 1994 LONG TERM INCENTIVE PLAN

1. Purpose

         The purpose of the Bull Run Corporation Amended and Restated 1994 Long
Term Incentive Plan (the "Plan") is to encourage and enable employees of, or
consultants or advisors to, Bull Run Corporation (the "Company") or a parent or
subsidiary thereof, to acquire a proprietary interest in the Company through the
ownership of common stock, par value $.01 per share (the "Common Stock"), of the
Company. Such ownership will provide such persons with a more direct stake in
the future welfare of the Company and encourage them to remain with the Company
or a parent or subsidiary of the Company. It is also expected that the Plan will
encourage qualified persons to seek and accept employment or other association
with the Company or a parent or subsidiary of the Company. Pursuant to the Plan,
such persons may be granted stock options, restricted stock awards, and stock
appreciation rights (collectively, "Plan Awards"). Consultants and advisors
entitled to receive Plan Awards are hereinafter collectively referred to as
"Associates," and the relationship of the Associates to the Company or to a
subsidiary or parent of the Company is herein referred to as "association with"
the Company.

         As used herein, the term "parent" or "subsidiary" shall mean any
present or future corporation which is or would be a "parent corporation" or
"subsidiary corporation" of the Company as such terms are defined in Section 424
of the Internal Revenue Code of 1986, as amended (the "Code") (determined as if
the Company were the employer corporation).

2. Administration of the Plan

         The Plan shall be administered by a committee (the "Committee") as
appointed from time to time by the Board of Directors of the Company (the
"Board"), which committee shall consist of not less than two members of the
Board who shall be "disinterested persons" as such term is defined in Rule
16(b)-3(c)(2) promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act"). No person while a member of the Committee or any other
committee of the Board administering the Plan shall be eligible to receive a
Plan Award.

         In administering the Plan, the Committee shall follow any general
guidelines not inconsistent with the Plan established by the Board and may adopt
rules and regulations for carrying out the Plan. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any liability
for any action taken in good faith in reliance upon the advice of counsel. The
interpretations and decisions made by the Committee with regard to any question
arising under the Plan shall be final and conclusive on all persons
participating or eligible to participate in the Plan. Subject to the provisions
of the Plan and any guidelines established by the Board, the Committee


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from time to time shall determine the terms and conditions of all Plan Awards,
including, but not limited to, the persons (the "Participants") to whom, and the
time or times at which, Plan Awards shall be granted, the number of shares
subject to each Plan Award, the number of options which shall be treated as
incentive stock options (as described in Section 422 of the Code), the duration
of each option, the specific restrictions applicable to restricted stock awards
and other Plan Awards, any performance criteria in order to determine the extent
to which a Plan Award has been earned, and other terms and provisions of each
Plan Award.

         It is the intent of the Company that this Plan and all Plan Awards
satisfy, and be interpreted in a manner that will satisfy, the applicable
requirements of Rule 16b-3 promulgated under the 1934 Act, so that Participants
who are or may be, with respect to their ownership of Common Stock, directly or
indirectly (including by virtue of any other person being required to report
ownership of securities owned by a Participant) subject to Section 16 of the
1934 Act ("Insiders") will be entitled to the benefits of such Rule 16b-3, or
other exemptive rules under such Section 16, and will not be subjected to
liability thereunder. If any provision of this Plan or of any Plan Award would
otherwise frustrate or conflict with the intent expressed in this Section 2,
that provision, to the extent possible, shall be interpreted and deemed amended
so as to avoid such conflict. To the extent of any remaining irreconcilable
conflict with such intent, such provision shall be deemed void as applicable to
Insiders.

3. Shares of Stock Subject to the Plan

         The aggregate number of shares that may be issued or transferred
pursuant to Plan Awards shall not exceed 3,500,000 shares of Common Stock,
subject to adjustment as provided in Section 9. Such shares of Common Stock
available under the Plan may be authorized and unissued shares or previously
issued shares acquired or to be acquired by the Company and held in treasury.
Any shares subject to a Plan Award which for any reason terminates, expires, or
is forfeited without the delivery to the holder of the Plan Award of shares of
Common Stock or other consideration may again be subject to a new Plan Award. If
an option or related stock appreciation right is exercised for shares of Common
Stock, the shares covered by such option shall not thereafter be available for
grant pursuant to the Plan. Any shares of Common Stock that are used by a
participant as full or partial payment of withholding or other taxes or of the
purchase price of shares of Common Stock acquired on the exercise of an option
shall be counted against the limit set forth in the first sentence of this
Section 3 and shall not thereafter be available for Plan Awards, except that
such shares shall be available for Plan Awards to persons who are not Insiders.

4. Eligibility

         Plan Awards may be granted to employees who are employed by, and
Associates who are associated with, the Company of a parent or subsidiary of the
Company. Solely with respect to Plan Awards to employees that are intended to be
performance based compensation not subject to the $1 million deduction limit
under Section 162(m) of the Code, options to purchase no more than 750,000
shares of Common Stock may be granted under the Plan to each employee, subject
to adjustment as provided in Section 9, for each calendar year during the entire
term of the Plan. To the extent that shares of Common Stock or other Plan Awards
are not issued or granted in a particular calendar year


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to an individual, such shares of Common Stock or other Awards shall be available
for grant to such individual in any subsequent calendar year during the term of
the Plan.

5. Granting of Plan Awards

         All Plan Awards shall be granted within 10 years from August 30, 1994,
the date of the adoption of the Plan by the favorable vote of a majority of the
Board. The date of the grant of any Plan Award shall be the date on which the
Committee authorizes the grant of such Plan Award.

6. Options

         Options shall be evidenced by stock option agreements in such form, not
inconsistent with the Plan, as the Committee shall approve from time to time,
which agreements need not be identical, and shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:

                  (a) Option Price. The exercise price of each stock option
         shall be such price as shall be fixed by the Committee, but not less
         than the par value of the Common Stock and, in the case of an incentive
         stock option, shall not be less than the Fair Market Value (as defined
         below). In the case of an incentive stock option granted to a
         Participant owning more than 10% of the total combined voting power of
         all classes of stock of the Company or of any parent or subsidiary of
         the Company (a "10% Shareholder"), actually or constructively under
         Section 424(d) of the Code, the exercise price shall not be less than
         110% of the Fair Market Value of the Common Stock subject to the option
         at the date of its grant.

                  (b) Medium and Time of Payment. Shares of Common Stock
         purchased pursuant to the exercise of an option shall at the time of
         purchase be paid for in full in cash, or with shares of Common Stock,
         or a combination of cash and Common Stock to be valued at the Fair
         Market Value thereof on the date of such exercise. Upon receipt of
         payment and such documentation as the Company may deem necessary to
         establish compliance with the Securities Act of 1933, as amended (the
         "1933 Act"), the Company shall, without stock transfer tax to the
         optionee or other person entitled to exercise the option, deliver to
         the person exercising the option a certificate or certificates for such
         shares. It shall be a condition to the performance of the Company's
         obligation to issue or transfer Common Stock upon exercise of an option
         or options that the optionee pay, or make provision satisfactory to the
         Company for the payment of, any taxes (other than stock transfer taxes)
         which the Company is obligated to collect with respect to the issue or
         transfer of Common Stock upon such exercise, including any Federal,
         state, or local withholding taxes. At the discretion of the Committee,
         or as may be provided in the option agreement evidencing any option,
         such taxes may be, or may be required to be, paid in cash or by tender
         of the option holder or withholding by the Company of the number of
         shares of Common Stock whose Fair Market Value equals the amount
         required to be withheld. At the discretion of the Committee, such taxes
         may be paid by the Company.


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                  (c) Waiting and Exercise Period. The waiting period and time
         for exercising an option shall be prescribed by the Committee in each
         particular case; provided, however, that (i) no option may be exercised
         after 10 years from the date it is granted and (ii) in the case of an
         incentive stock option granted to a 10% Shareholder, such option, by
         its terms, shall be exercisable only within five years from the date of
         grant.

                  (d) Reload Options. The Committee shall have the authority
         (but not any obligation) to include within any option agreement a
         provision entitling the optionee to a further option (a "Reload
         Option") if the optionee exercises the option evidenced by the option
         agreement, in whole or in part, by surrendering other shares of Common
         Stock in accordance with the Plan and the terms and conditions of the
         option agreement. Any such Reload Option shall not be an incentive
         stock option, shall be for a number of shares of Common Stock equal to
         the number of surrendered shares, shall be exercisable at a price equal
         to the Fair Market Value of the Common Stock on the date of exercise of
         such original option, shall become exercisable if the shares purchased
         by the optionee pursuant to the option agreement are held for a minimum
         period of time established by the Committee, and shall be subject to
         such other terms and conditions as the Committee may determine.

                  (e) Fair Market Value. The "Fair Market Value" per share of
         the Common Stock on any date shall be the "closing price" on the
         trading day immediately preceding the date in question, where the
         "closing price" on any day is (i) the last reported sales price regular
         way or, in case no such reported sale takes place on such day, the
         closing bid price regular way, in either case on the principal national
         securities exchange (including, for purposes hereof, the NASDAQ
         National Market System) on which the Common Stock is listed or admitted
         to trading, (ii) if on such date the Common Stock is not listed or
         admitted to trading on any national securities exchange, the highest
         reported bid price for the Common Stock as furnished by the National
         Association of Securities Dealers, Inc. through NASDAQ or a similar
         organization if NASDAQ is no longer reporting such information, or
         (iii) if on such date the Common Stock is not listed or admitted to
         trading on any national securities exchange and is not quoted by NASDAQ
         or any similar organization, the Fair Market Value of a share of Common
         Stock on such date, as determined in good faith by the Committee in a
         manner consistent with the requirements of the Code, whose
         determination shall be conclusive absent manifest error, shall be used.

7. Restricted Stock Awards

         Restricted stock awards shall be evidenced by agreements in such form,
not inconsistent with the Plan, as the Committee shall approve from time to
time, which agreements need not be identical, and shall be subject to the
following terms and conditions and such other terms and conditions as the
Committee may prescribe:

                  (a) Forfeiture Period. The period and time during, and the
         conditions and restrictions under, which a restricted stock award is
         subject to forfeiture (the "Restriction Period") shall be prescribed by
         the Committee in each particular case, subject to the provisions of
         Section 12.


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                  (b) Restrictive Legend and Stock Power. Each certificate
         evidencing shares of Common Stock subject to a restricted stock award
         shall bear an appropriate legend referring to the terms, conditions,
         and restrictions applicable to such restricted stock award. The
         Committee may prescribe that the certificates evidencing such shares be
         held in escrow by a bank or other institution, or that the Company may
         itself hold such shares in escrow, until the restrictions thereon shall
         have lapsed and may require, as a condition of any restricted stock
         award, that the recipient shall have delivered a stock power endorsed
         in blank relating to the shares of Common Stock subject to the
         restricted stock award. Upon the termination of the Restriction Period
         with respect to any shares of Common Stock subject to a restricted
         stock award, the certificate evidencing such shares will be delivered
         out of escrow, subject to the satisfaction by the recipient of
         applicable Federal and state securities laws and withholding tax
         requirements, including any Federal, state, or local withholding taxes.
         At the discretion of the Committee, or as may be provided in the
         agreement evidencing any option, such taxes may be paid, or may be
         required to be paid, in cash or by tender of the holder of restricted
         stock or withholding by the Company of the number of shares of Common
         Stock whose Fair Market Value equals the amount required to be
         withheld. At the discretion of the Committee, such taxes may be paid by
         the Company.

8. Stock Appreciation Rights

         Stock appreciation rights shall be evidenced by agreements (which, in
the case of stock appreciation rights related to a stock option, may be included
as part of the agreement evidencing such option) in such form, not inconsistent
with the Plan, as the Committee shall approve from time to time, which
agreements need not be identical, and shall be subject to the following terms
and conditions and such other terms and conditions as the Committee may
prescribe:

                  (a) Definition. A stock appreciation right means a right
         granted pursuant to the Plan to receive, upon the exercise of such
         right, up to the excess of (i) the Fair Market Value of one share of
         Common Stock on the date of exercise or at any time during a specified
         period before the date of exercise over (ii) the Fair Market Value of
         one share of Common Stock on the date of grant. Any payment by the
         Company in respect of such right may be made in cash, shares of Common
         Stock, other property, or any combination thereof, as the Committee, in
         its sole discretion, shall determine or as shall be provided in the
         agreement evidencing such stock appreciation right.

                  (b) Grant and Termination. Stock appreciation rights may be
         granted either alone or in addition to other Plan Awards granted under
         the Plan and may, but need not, relate to a specific stock option
         granted under the Plan. The provisions of stock appreciation rights
         need not be the same with respect to each Participant. Any stock
         appreciation right related to a stock option may be granted at the same
         time such stock option is granted or at any time thereafter before
         exercise or expiration of such stock option. In the case of any stock
         appreciation right related to any stock option, the stock appreciation
         right or applicable portion thereof shall terminate and no longer be
         exercisable upon the termination or exercise of the related stock
         option or portion thereof, except that a stock appreciation right
         granted with respect to less than the full number of shares of Common
         Stock covered by a related


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         stock option shall only be reduced when the exercise or termination of
         the related stock option exceeds the number of shares not covered by
         the stock appreciation right. Any stock option related to any stock
         appreciation right shall no longer be exercisable to the extent the
         related stock appreciation right has been exercised.

                  (c) Number of Rights. If any agreement evidencing a stock
         appreciation right which does not relate to any option shall provide
         that such stock appreciation right may be settled only in cash (a
         "cash-only right"), the number of shares of Common Stock to which such
         cash-only right relates shall not be deducted from the limit set forth
         in Section 3; provided that the number of cash-only rights which may be
         issued in any fiscal year of the Company shall not exceed 10,000 shares
         of Common Stock. Except with respect to cash-only rights, the
         Committee, for purposes of determining compliance with the limit set
         forth in Section 3, shall estimate the number of shares of Common Stock
         expected to be issued on settlement of any stock appreciation right,
         taking into account any intention of the Committee to require
         settlement in cash.

                  (d) Exercise by Insiders. No stock appreciation right may be
         exercised by an Insider unless such exercise is exempt from Section
         16(b) of the 1934 Act pursuant to Rule 16b-3 promulgated thereunder or
         otherwise.

9. Adjustments upon Changes in Capitalization

                  (a) If dividends payable in Common Stock during any fiscal
         year of the Company exceed in the aggregate 5% of the shares of Common
         Stock issued and outstanding at the beginning of such fiscal year, or
         if there is during any fiscal year of the Company one or more splits,
         subdivisions, or combinations of shares of Common Stock resulting in an
         increase or decrease by more than 5% of the shares of Common Stock
         outstanding at the beginning of the year, the number of shares of
         Common Stock available under the Plan shall be increased or decreased
         proportionately, as the case may be, the number of shares of Common
         Stock subject to stock appreciation rights and the related Fair Market
         Value thereof as of the date of grant shall be increased or decreased
         proportionately, as the case may be, and the exercise price and number
         of shares of Common Stock deliverable upon the exercise thereafter of
         any options theretofore granted shall be increased or decreased
         proportionately, as the case may be, without change in the aggregate
         purchase price. Common Stock dividends, splits, subdivisions, or
         combinations during any fiscal year which do not exceed in the
         aggregate 5% of the shares of Common Stock issued and outstanding at
         the beginning of such year shall be ignored for purposes of the Plan.
         All adjustments shall be made as of the day such action necessitating
         such adjustment becomes effective.

                  (b) In the case of any change or reclassification of the
         Common Stock, including by reason of any merger, consolidation, or sale
         of all or substantially all of the assets of the Company, and including
         a change into a right to receive cash or other property, but excluding
         a change or reclassification provided for in Section 9(a), (i) the
         holder of each option shall thereafter be entitled, upon exercise of
         such option in accordance with its terms, to receive the kind and
         amount of securities, property, or cash, or any combination thereof,
         receivable


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         upon such change or reclassification by a holder of the number of
         shares of Common Stock for which such option might have been exercised
         (without regard to any waiting or vesting period) immediately prior to
         such change or reclassification and (ii) the holder of each stock
         appreciation right shall be entitled to receive, upon exercise thereof,
         the excess, if any, of the fair market value (determined in a manner
         consistent with the definition of Fair Market Value in Section 6(e)) of
         the securities, property, or cash, or combination thereof, receivable
         upon such change or reclassification by a holder of one share of Common
         Stock over the grant price of such stock appreciation right.

                  (c) If the Committee shall determine that any event not
         specifically provided for in Sections 9(a) and (b) affects the shares
         of Common Stock such that an adjustment is determined by the Committee
         to be appropriate to prevent dilution or enlargement of Participants'
         rights under the Plan, then the Committee shall, in such manner as it
         may deem equitable, adjust any or all of (i) the number and kind of
         shares which may thereafter be issued in connection with Plan Awards;
         (ii) the number and kind of shares issued or issuable in respect of
         outstanding Plan Awards; and (iii) the exercise price, grant price, or
         purchase price relating to any Plan Award or, if deemed appropriate,
         make provision for a cash payment with respect to any outstanding Plan
         Award; provided, however, in each case, that, with respect to incentive
         stock options, no such adjustment shall be authorized to the extent
         that such adjustment would cause the Plan to violate Section 422(b)(2)
         of the Code or any successor provision thereto.

10. Effectiveness, Termination, and Amendment of the Plan

                  (a) The Plan shall become effective August 30, 1994, the date
         of its adoption by the favorable vote of a majority of the Board,
         subject, however, to approval by shareholders of the Company within 12
         months next following such adoption by the Board. If such approval is
         not obtained, the Plan and any and all Plan Awards granted during such
         interim period shall terminate and be of no further force or effect.
         The Plan shall, in all events, terminate on August 29, 2004, or on such
         earlier date as the Board may determine, except that the Plan will
         remain in effect with respect to Plan Awards outstanding as of such
         termination date. Any option or stock appreciation right outstanding at
         the termination date shall remain outstanding until it has either
         expired or has been exercised. Any restricted stock award outstanding
         at the termination date shall remain subject to the terms of the Plan
         until the restrictions thereon shall have lapsed.

                  (b) The Board shall have the right to amend, suspend, or
         terminate the Plan at any time; provided, however, that (i) no such
         action shall affect or in any way impair the rights of a Participant
         under any Plan Award theretofore granted; (ii) unless first duly
         approved by the shareholders of the Company entitled to vote thereon at
         a meeting duly called and held for such purpose, except as provided in
         Section 10, or by a consent of shareholders, no amendment or change
         shall be made in the Plan: (A) increasing the total number of shares of
         Common Stock which may be issued or transferred under the Plan; (B)
         extending the period during which Plan Awards may be granted or
         exercised; or (C) changing the designation of persons eligible to
         receive Plan Awards.


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11. Death, Retirement, and Termination of Employment

                  (a) General. An option or stock appreciation right which has
         not theretofore expired shall terminate on the date of the termination
         for cause (as hereinafter defined) or 12 months after the date of the
         termination for any reason, other than for cause, death, or Retirement
         (as defined in Section 11 (b)), of the holder's employment or
         association with the Company or a parent or subsidiary of the Company
         (including by reason of any event as a result of which a parent or
         subsidiary ceases to be such), subject to the condition that no option
         or stock appreciation right granted in connection with an option may be
         exercised in whole or in part after the expiration date of the option
         or more than 10 years after the date of grant of such option or stock
         appreciation right. "Cause" shall mean that the Committee shall have
         determined that any of the following events has occurred: (i) an act of
         fraud, embezzlement, misappropriation, or theft committed by a
         Participant in the course of his employment by or association with the
         Company or any intentional or grossly negligent misconduct of a
         Participant which injures the business or reputation of the Company;
         (ii) a Participant's willful failure or refusal to perform the
         customary duties and responsibilities of his position with the Company;
         (iii) a Participant's breach of fiduciary duty, or the making of a
         false representation, to the Company; (iv) the conviction by a
         Participant of a felony or a crime involving moral turpitude; or (v)
         the commission by a Participant of a public or notorious act which
         subjects the Company to public disrespect, scandal, or ridicule and
         which adversely affects the value of the services to the Company of
         such Participant.

                  (b) Retirement, Disability, and Non-Qualified Options. With
         respect to non-qualified options and stock appreciation rights, upon
         the termination of employment or association due to retirement with the
         consent of the Committee or Disability (as hereinafter defined)
         (collectively, "Retirement"), the holder of such option or stock
         appreciation right may, during a period (the "Retirement Period") which
         is the lesser of (i) up to 10 years after the date of grant of such
         option or stock appreciation right, such period to be set on a case by
         case basis by the Committee, and (ii) three years from the date of such
         termination, exercise such stock appreciation right or purchase some or
         all of the shares covered by such non-qualified stock option which was
         exercisable under the Plan immediately prior to such termination.
         "Disability" shall have the meaning provided in Section 22(e)(3) of the
         Code.

                  (c) Retirement and Incentive Options. With respect to
         incentive stock options, upon the termination of the employment of any
         such employee due to Retirement, the employee may, within three months
         after the date of such termination (12 months in the case of
         Disability), purchase some or all of the shares covered by an incentive
         stock option which was exercisable under the Plan immediately prior to
         such termination and shares not purchased within three months (12
         months in the case of Disability) after the date of termination due to
         Retirement under such incentive stock option may be purchased during
         the Retirement Period but will be non-qualified stock option stock and
         not incentive stock option stock; provided, however, that, prior to
         such purchase, the option will remain subject to the provisions of the
         Plan governing incentive stock options.


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<PAGE>

                  (d) Death. Upon the death of any holder of any option or stock
         appreciation right while in active service or of the death of any
         disabled or retired person within the periods referenced in Sections
         11(b) and (c), the person or persons to whom such holder's rights under
         an option or stock appreciation right are transferred by will or the
         laws of descent and distribution may, within 12 months after the date
         of such person's death, exercise such stock appreciation right or
         purchase some or all of the shares to which such person was entitled
         pursuant to the exercise of an option under the Plan on the date of his
         death.

                  (e) Leaves of Absence. Leaves of absence pursuant to Section
         13(d) shall not be deemed terminations or interruptions of employment
         or other association.

12. Acceleration of Vesting

                  (a) An option or restricted stock award shall automatically be
         vested and immediately exercisable in full and any restrictions
         contained in any restricted stock award shall automatically terminate
         upon the occurrence of any of the following events:

                           (i) any person within the meaning of Sections 13(d)
                  and 14(d) of the 1934 Act, other than the Company or any of
                  its subsidiaries, has become the beneficial owner, within the
                  meaning of Rule 13d-3 under the 1934 Act, of 30 percent or
                  more of the combined voting power of the Company's then
                  outstanding voting securities, unless such ownership by such
                  person has been approved by the Board immediately prior to the
                  acquisition of such securities by such person;

                           (ii) the first day on which shares of Common Stock
                  are purchased pursuant to a tender offer or exchange offer,
                  unless such offer is made by the Company or unless such offer
                  has been approved or not opposed by the Board; or

                           (iii) the shareholders of the Company have approved
                  an agreement to merge or consolidate with or into another
                  corporation (and the Company is not the survivor of such
                  merger or consolidation) or an agreement to sell or otherwise
                  dispose of all or substantially all of the Company's assets
                  (including a plan of liquidation), unless the Board has
                  resolved that options or restricted stock awards shall not
                  automatically vest and restrictions in restricted stock awards
                  shall not automatically terminate.

                  (b) The Committee shall have the authority at any time or from
         time to time to accelerate the vesting of any individual option or
         restricted stock award and to permit any stock option not therefore
         exercisable to become immediately exercisable and to permit the
         immediate termination of any restrictions contained in any restricted
         stock award.

13. Miscellaneous Provisions

                  (a) Rights as an Employee. Nothing in the Plan, the grant or
         holding of a Plan Award, or in any agreement entered into pursuant to
         the Plan shall confer on any Participant any right to continue in the
         employ of or other association with the Company or any parent


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         or subsidiary of the Company or interfere in any way with the right of
         the Company or any parent or subsidiary of the Company to terminate
         such employment or other association of a Participant at any time.

                  (b) Rights as a Shareholder. Except as provided in Section
         13(c), a holder of a restricted stock award shall have all of the
         rights of a shareholder with respect to all of the shares of Common
         Stock subject to the restricted stock award, including, without
         limitation, the right to vote such shares and to receive dividends in
         cash or other property or other distributions or rights in respect of
         such shares. A holder of a Plan Award (other than a restricted stock
         award) shall have no rights as a shareholder with respect to any shares
         of Common Stock issuable or transferable upon exercise thereof until
         the date a stock certificate is issued to him for such shares, and,
         except as otherwise expressly provided in the Plan, no adjustment shall
         be made for dividends or other rights for which the record date is
         prior to the date such stock certificate is issued.

                  (c) Non-Assignability of Plan Awards. No Plan Award shall be
         assignable or transferable by the recipient, except (i) by will or by
         the laws of descent and distribution or (ii) in the case of Plan Awards
         other than incentive stock options, pursuant to a qualified domestic
         relations order (as defined in the Code or the Employee Retirement
         Income Security Act or the rules thereunder), provided that such
         restriction on the transfer or assignment of a restricted stock award
         shall expire upon the date of expiration of the related Restriction
         Period. During the lifetime of a recipient (or transferee pursuant to
         Section 14(c)(ii)), Plan Awards shall be exercisable only by him or his
         personal representative or guardian. No Plan Award or interest therein
         may be pledged, attached, or otherwise encumbered other than in favor
         of the Company.

                  (d) Leave of Absence. In the case of a Participant on an
         approved leave of absence, the Committee may, if it determines that to
         do so would be in the best interests of the Company, provide in a
         specific case for continuation of Plan Awards during such leave of
         absence, such continuation to be on such terms and conditions as the
         Committee determines to be appropriate, except that in no event shall
         an option or stock appreciation right be exercisable after 10 years
         from the date it is granted.

                  (e) Other Restrictions. Each Plan Award shall be subject to
         the requirement that, if at any time the Board or the Committee shall
         determine, in its discretion, that the listing, registration, or
         qualification of the shares of Common Stock issuable or transferable
         upon exercise thereof upon any securities exchange or under any state
         or Federal law, or the consent or approval of any governmental
         regulatory body is necessary or desirable as a condition of, or in
         connection with, the granting of such Plan Award or the issue,
         transfer, or purchase of shares thereunder, such Plan Award may not be
         exercised in whole or in part unless such listing, registration,
         qualification, consent, or approval shall have been effected or
         obtained free of any conditions not acceptable to the Board. The
         Company shall not be obligated to sell or issue any shares of Common
         Stock in any manner in contravention of the 1933 Act or any state
         securities law.


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