Exhibit 4.6  


GENERAL MARITIME CORPORATION

2001 STOCK INCENTIVE PLAN  


ARTICLE I

General  


        1.1    Purpose


        The
General Maritime Corporation 2001 Stock Incentive Plan (the "Plan") is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business
of General Maritime Corporation (known as General Maritime Shipholdings, Ltd., a Marshall Islands Company, prior to its initial public offering) (the "Company") depends, and who are responsible
for the management, growth and protection of the business of the Company, with incentives to: (a) enter into and remain in the service of the Company, a Company subsidiary or a Company joint
venture, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company
(whether directly or indirectly through enhancing the long-term performance of a Company subsidiary or a Company joint venture). The Plan is also designed to provide certain
"performance-based" compensation to these key persons. 


        1.2    Administration



        (a)    Administration by Committee; Constitution of Committee.    The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Board") or such other committee or subcommittee as the Board may designate or as shall be formed by the abstention or recusal of a
non-Qualified Member (as defined below) of such committee (the "Committee"). The members of the Committee shall be appointed by, and serve at the pleasure of, the Board. While it is
intended that at all times that the Committee acts in connection with the Plan, the Committee shall consist solely of Qualified Members, the number of whom shall not be less than two, the fact that
the Committee is not so comprised will not invalidate any grant hereunder that otherwise satisfies the terms of the Plan. For purposes of the foregoing, a "Qualified Member" is both a
"non-employee director" within the meaning of Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934 (the "1934 Act") and an
"outside director" within the meaning of section 162(m) of the Internal Revenue Code of 1986 (the "Code"); If the Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the responsibility of the Committee. 


        (b)    Committee's Authority.    The Committee shall have the authority (i) to exercise all of the powers
granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any Grant Certificates executed pursuant to Section 2.1, (iii) to prescribe, amend and rescind
rules and regulations relating to the Plan, including rules governing its own operations, (iv) to make all determinations necessary or advisable in administering the Plan, (v) to correct
any defect, supply any omission and reconcile any inconsistency in the Plan, and (vi) to amend the Plan to reflect changes in applicable law. 


        (c)    Committee Action.    Actions of the Committee shall be taken by the vote of a majority of its members. Any
action may be taken by a written instrument signed by a majority of the Committee members, and action so taken shall be fully as effective as if it had been taken by a vote at a meeting. Except to the
extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities to any person or persons selected by it, and may revoke any such allocation or delegation at any time. 


        (d)    Determinations Final.    The determination of the Committee on all matters relating to the Plan or any Grant
Certificate shall be final, binding and conclusive. 





 



        (e)    Limit on Committee Members' Liability.    No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award thereunder. 


        1.3    Persons Eligible for Awards



        The
persons eligible to receive awards under the Plan are those officers, directors, and executive, managerial, professional or administrative employees of, and consultants to, the
Company, its subsidiaries and its joint ventures (collectively, "key persons") as the Committee in its sole discretion shall select. The Committee may from time to time in its sole discretion
determine that any key person shall be ineligible to receive awards under the Plan. 


        1.4    Types of Awards Under Plan


        Awards
may be made under the Plan in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights,
(d) dividend equivalent rights, (e) restricted stock, (f) unrestricted stock, and (g) performance shares, all as more fully set forth in Article II. The term "award"
means any of the foregoing. No incentive stock option may be granted to a person who is not an employee of the Company on the date of grant. 


        1.5    Shares Available for Awards


        (a)    Aggregate Number Available; Certificate Legends.    The total number of shares of common stock of the Company
("Common Stock") with respect to which awards may be granted pursuant to the Plan shall not exceed 2.9 million shares. Shares issued pursuant to the Plan may be authorized but unissued Common
Stock, authorized and issued Common Stock held in the Company's treasury or Common Stock acquired by the Company for the purposes of the Plan. The Committee may direct that any stock certificate
evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares. 


        (b)    Adjustment Upon Changes in Common Stock.    Upon certain changes in Common Stock, the number of shares of
Common Stock available for issuance with respect to awards that may be granted under the Plan pursuant to Section 1.5(a), shall be adjusted pursuant to Section 3.7(a). 


        (c)    Certain Shares to Become Available Again.    The following shares of Common Stock shall again become available
for awards under the Plan: any shares that are subject to an award under the Plan and that remain unissued upon the cancellation or termination of such award for any reason whatsoever; any shares of
restricted stock forfeited pursuant to Section 2.7(e), provided that any dividends paid on such shares are also forfeited pursuant to such Section 2.7(e); and any shares in respect of
which a stock appreciation right or performance share award is settled for cash. 



        (d)    Individual Limit.    Except for the limits set forth in this Section 1.5(d) and in
Section 2.2(h), no provision of this Plan shall be deemed to limit the number or value of shares with respect to which the Committee may make awards to any eligible person. Subject to
adjustment as provided in Section 3.7(a), the total number of shares of Common Stock with respect to which awards may be granted to any one employee of the Company or a subsidiary during any
one calendar year shall not exceed 750,000 shares. Stock options and stock appreciation rights granted and subsequently canceled or deemed to be canceled in a calendar year count against this limit
even after their cancellation. 


        1.6    Definitions of Certain Terms


        (a)
The "Fair Market Value" of a share of Common Stock on any day shall be the closing price on the Nasdaq as reported for such day in The Wall Street
Journal or, if no such price is reported for such day, the average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the
applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding sentence using quotations for the next preceding day for which
there were quotations, provided that such quotations shall have been made 


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within the ten (10) business days preceding the applicable day. Notwithstanding the foregoing, if deemed necessary or appropriate by the Committee, the Fair Market Value of a share of Common
Stock on any day shall be determined by the Committee. In no event shall the Fair Market Value of any share of Common Stock be less than its par value. 



        (b)
The term "incentive stock option" means an option that is intended to qualify for special federal income tax treatment pursuant to sections 421 and 422 of the Code as now constituted
or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Grant Certificate. Any option that is not specifically designated as an
incentive stock option shall under no circumstances be considered an incentive stock option. Any option that is not an incentive stock option is referred to herein as a "non-qualified
stock option." 


        (c)
A grantee shall be deemed to have a "termination of employment" upon (i) the date the grantee ceases to be employed by, or to provide consulting services for, the Company, any
Company subsidiary or Company joint venture, or any corporation (or any of its subsidiaries) which assumes the grantee's award in a transaction to which section 424(a) of the Code applies;
(ii) the date the grantee ceases to be a Board member; or (iii) in the case of a grantee who is, at the time of reference, both an employee or consultant and a Board member, the later of
the dates determined pursuant to subparagraphs (i) and (ii) above. For purposes of clause (i) above, a grantee who continues his employment or consulting relationship with:
(A) a Company subsidiary subsequent to its sale by the Company, or (B) a Company joint venture subsequent to the Company's sale of its interests in such joint venture, shall have a
termination of employment upon the date of such sale. The Committee may in its discretion determine whether any leave of absence constitutes a termination of employment for purposes of the Plan and
the impact, if any, of any such leave of absence on awards theretofore made under the Plan. Such determinations of the Committee shall be final, binding and conclusive. A person whose status changes
from consultant to employee or vice versa without interruption shall not be considered to have had a termination of employment by reason of such change, except for purposes of Section 2.5(f). 


        (d)
The terms "parent corporation" and "subsidiary corporation" shall have the meanings given them in section 424(e) and (f) of the Code, respectively. 


        (e)
The term "employment" shall be deemed to mean an employee's employment with, or a consultant's provision of services to, the Company, any Company subsidiary or any Company joint
venture and each Board member's service as a Board member. 


        (f)
The term "cause" in connection with a termination of employment by reason of a dismissal for cause shall mean: 



        (i)
to the extent that there is an employment, severance or other agreement governing the relationship between the grantee and the Company, a Company subsidiary or a Company joint
venture, which agreement contains a definition of "cause," cause shall consist of those acts or omissions that would constitute "cause" under such agreement; and otherwise, 


        (ii)
the grantee's termination of employment by the Company or an affiliate on account of any one or more of the following: 



        (A)
any failure by the grantee substantially to perform the grantee's employment duties; 


        (B)
any excessive unauthorized absenteeism by the grantee; 


        (C)
any refusal by the grantee to obey the lawful orders of the Board or any other person or committee to whom the grantee reports; 


        (D)
any act or omission by the grantee that is or may be injurious to the Company, monetarily or otherwise; 




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        (E)
any act by the grantee that is inconsistent with the best interests of the Company; 


        (F)
the grantee's material violation of any of the Company's policies, including, without limitation, those policies relating to discrimination or sexual harassment; 



        (G)
the grantee's unauthorized (a) removal from the premises of the Company or an affiliate of any document (in any medium or form) relating to the Company or an affiliate or the
customers or clients of the Company or an affiliate or (b) disclosure to any person or entity of any of the Company's, or its affiliates,' confidential or proprietary information; 


        (H)
the grantee's commission of any felony, or any other crime involving moral turpitude; and 


        (I)
the grantee's commission of any act involving dishonesty or fraud. 





Notwithstanding
the foregoing, in determining whether a termination of employment by reason of a dismissal for cause has occurred pursuant to Section 1.6(f)(ii) for the purposes of
Section 3.8(b)(iii), reference shall be made solely to subsections (C), (F), (G), (H), and (I) of Section 1.6 (f)(ii). 


        Any
rights the Company may have hereunder in respect of the events giving rise to cause shall be in addition to the rights the Company may have under any other agreement with a grantee
or at law or in equity. Any determination of whether a grantee's employment is (or is deemed to have been) terminated for cause shall be made by the Committee in its discretion, which determination
shall be final, binding and conclusive on all parties. If, subsequent to a grantee's voluntary termination of employment or involuntary termination of employment without cause, it is discovered that
the grantee's employment could have been terminated for cause, the Committee may deem such grantee's employment to have been terminated for cause. A grantee's termination of employment for cause shall
be effective as of the date of the occurrence of the event giving rise to cause, regardless of when the determination of cause is made. 


ARTICLE II

Awards Under The Plan  


        2.1    Agreements Evidencing Awards


        Each
award granted under the Plan (except an award of unrestricted stock) shall be evidenced by a written certificate ("Grant Certificate") which shall contain such provisions as the
Committee may in its sole discretion deem necessary or desirable. By accepting an award pursuant to the Plan, a grantee thereby agrees that the award shall be subject to all of the terms and
provisions of the Plan and the applicable Grant Certificate. 


        2.2    Grant of Stock Options, Stock Appreciation Rights and Dividend Equivalent Rights


        (a)    Stock Option Grants.    The Committee may grant incentive stock options and non-qualified stock
options (collectively, "options") to purchase shares of Common Stock from the Company, to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms
and conditions, as the Committee shall determine in its sole discretion, subject to the provisions of the Plan. 



        (b)    Stock Appreciation Right Grants; Types of Stock Appreciation Rights.    The Committee may grant stock
appreciation rights to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee shall determine in its sole
discretion, subject to the provisions of the Plan. The terms of a stock appreciation right may provide that it shall be automatically exercised for a cash payment upon the happening of a specified
event that is outside the control of the grantee, and that it shall not be otherwise exercisable. Stock appreciation 


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rights may be granted in connection with all or any part of, or independently of, any option granted under the Plan. A stock appreciation right granted in connection with a non-qualified
stock option may be granted at or after the time of grant of such option. A stock appreciation right granted in connection with an incentive stock option may be granted only at the time of grant of
such option. 


        (c)    Nature of Stock Appreciation Rights.    The grantee of a stock appreciation right shall have the right, subject
to the terms of the Plan and the applicable Grant Certificate, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the date of
exercise of the stock appreciation right over the Fair Market Value of a share of Common Stock on the date of grant (or over the option exercise price if the stock appreciation right is granted in
connection with an option), multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be
in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or both, all as the Committee shall determine in its sole discretion.
Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the
stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right
shall be reduced by the number of shares with respect to which the option is exercised. 


        (d)    Option Exercise Price.    Each Grant Certificate with respect to an option shall set forth the amount (the
"option exercise price") payable by the grantee to the Company upon exercise of the option evidenced thereby. The option exercise price per share shall be determined by the Committee in its sole
discretion; provided, however, that the option exercise price of an incentive stock option shall be at least 100% of the Fair Market Value of a share of Common Stock on the date the option is granted,
and provided further that in no event shall the option exercise price be less than the par value of a share of Common Stock. 


        (e)    Exercise Period.    Each Grant Certificate with respect to an option or stock appreciation right shall set
forth the periods during which the award evidenced thereby shall be exercisable, whether in whole or in part. Such periods shall be determined by the Committee in its sole discretion; provided,
however, that no incentive stock option (or a stock appreciation right granted in connection with an incentive stock option) shall be exercisable more than 10 years after the date of grant, and
provided further that, except as and to the extent that the Committee may otherwise provide pursuant to Sections 2.5, 3.7 or 3.8, no option or stock appreciation right shall be exercisable prior to
the first anniversary of the date of grant. (See the default exercise period provided for under Sections 2.3(a) and (b).) 


        (f)    Reload Options.    The Committee may in its sole discretion include in any Grant Certificate with respect to an
option (the "original option") a provision that an additional option (the "reload option") shall be granted to any grantee who, pursuant to Section 2.3(e)(ii), delivers shares of Common Stock
in partial or full payment of the exercise price of the original option. The reload option shall be for a number of shares of Common Stock equal to the number thus delivered, shall have an exercise
price equal to the Fair Market Value of a share of Common Stock on the date of exercise of the original option, and shall have an expiration date no later than the expiration date of the original
option. In the event that a Grant Certificate provides for the grant of a reload option, such Agreement shall also provide that the exercise price of the original option be no less than the Fair
Market Value of a share of Common Stock on its date of grant, and that any shares that are delivered pursuant to Section 2.3 (e) (ii) in payment of such exercise price shall have been
held for at least six months. 


        (g)    Dividend Equivalent Rights.    The Committee may in its sole discretion include in any Grant Certificate with
respect to an option, stock appreciation right or performance shares, a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be 


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paid, during the time such award is outstanding and unexercised, on the shares of Common Stock covered by such award if such shares were then outstanding. In the event such a provision is included in
a Grant Certificate, the Committee shall determine whether such payments shall be made in cash or in shares of Common Stock, whether they shall be conditioned upon the exercise of the award to which
they relate, the time or times at which they shall be made, and such other vesting and forfeiture provisions and other terms and conditions as the Committee shall deem appropriate. Notwithstanding the
foregoing, no dividend equivalent rights shall be conditioned on the exercise of any option or stock appreciation right if and to the extent that such dividend equivalent right would cause the
compensation represented by such option or stock appreciation right not to constitute performance-based compensation under section 162(m) of the Code. 


        (h)    Incentive Stock Option Limitation: Exercisability.    To the extent that the aggregate Fair Market Value
(determined as of the time the option is granted) of the stock with respect to which incentive stock options are first exercisable by any employee during any calendar year shall exceed $100,000, or
such higher amount as may be permitted from time to time under section 422 of the Code, such options shall be treated as non-qualified stock options. 


        (i)    Incentive Stock Option Limitation: 10% Owners.    Notwithstanding the provisions of paragraphs (d) and
(e) of this Section 2.2, an incentive stock option may not be granted under the Plan to an individual who, at the time the option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporations (as such ownership may be determined for purposes of section 422(b)
(6) of the Code) unless (i) at the time such incentive stock option is granted the option exercise price is at least 110% of the Fair Market Value of the shares subject thereto and
(ii) the incentive stock option by its terms is not exercisable after the expiration of 5 years from the date it is granted. 


        2.3    Exercise of Options and Stock Appreciation Rights



        Subject
to the other provisions of this Article II, each option or stock appreciation right granted under the Plan shall be exercisable as follows: 


        (a)    Beginning of Exercise Period.    Unless the applicable Grant Certificate otherwise provides, an option or stock
appreciation right shall become exercisable in four equal installments of 25% of the shares subject to such option or stock appreciation right; one installment shall become exercisable on each
successive anniversary of the date of grant. 


        (b)    End of Exercise Period.    Unless the applicable Grant Certificate otherwise provides, once an installment
becomes exercisable, it shall remain exercisable until the earlier of (i) the tenth anniversary of the date of grant of the award or (ii) the expiration, cancellation or termination of
the award. 


        (c)    Timing and Extent of Exercise.    Unless the applicable Grant Certificate otherwise provides, an option or
stock appreciation right may be exercised from time to time as to all or part of the shares as to which such award is then exercisable. A stock appreciation right granted in connection with an option
may be exercised at any time when, and to the same extent that, the related option may be exercised. 


        (d)    Notice of Exercise.    An option or stock appreciation right shall be exercised by the filing of a written
notice with the Company or the Company's designated exchange agent (the "exchange agent"), on such form and in such manner as the Committee shall in its sole discretion prescribe. 



        (e)    Payment of Exercise Price.    Any written notice of exercise of an option shall be accompanied by payment for
the shares being purchased. Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its exchange agent) for the full option
exercise price; or (ii) with the consent of the Committee, by delivery of shares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the 


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option exercise price and a certified or official bank check (or the equivalent thereof acceptable to the Company or its exchange agent) for any remaining portion of the full option exercise price;
or (iii) at the discretion of the Committee and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as the Committee may from time to time prescribe
(whether directly or indirectly through the exchange agent). 


        (f)    Delivery of Certificates Upon Exercise.    Promptly after receiving payment of the full option exercise price,
or after receiving notice of the exercise of a stock appreciation right for which payment will be made partly or entirely in shares, the Company or its exchange agent shall, subject to the provisions
of Section 3.2, deliver to the grantee or to such other person as may then have the right to exercise the award, a certificate or certificates for the shares of Common Stock for which the award
has been exercised. If the method of payment employed upon option exercise so requires, and if applicable law permits, an optionee may direct the Company, or its exchange agent as the case may be, to
deliver the stock certificate(s) to the optionee's stockbroker. 


        (g)    No Stockholder Rights.    No grantee of an option or stock appreciation right (or other person having the right
to exercise such award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such award until the issuance of a stock certificate to such person for such
shares. Except as otherwise provided in Section 1.5(b), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash,
securities or other property) for which the record date is prior to the date such stock certificate is issued. 


        2.4    Compensation in Lieu of Exercise of an Option


        Upon
written application of the grantee of an option, the Committee may in its sole discretion determine to substitute, for the exercise of such option, compensation to the grantee not
in excess of the difference between the option exercise price and the Fair Market Value of the shares covered by such written application on the date of such application. Such compensation may be in
cash, in shares of Common Stock, or both, and the payment thereof may be subject to conditions, all as the Committee shall determine in its sole discretion. In the event compensation is substituted
pursuant to this Section 2.4 for the exercise, in whole or in part, of an option, the number of shares subject to the option shall be reduced by the number of shares for which such compensation
is substituted. 


        2.5    Termination of Employment; Death Subsequent to a Termination of Employment


        (a)    General Rule.    Except to the extent otherwise provided in paragraphs (b), (c), (d) or (e) of
this Section 2.5 or Section 3.8(b)(iii), a grantee who incurs a termination of employment may exercise any outstanding option or stock appreciation right on the following terms and
conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the award on the termination of employment date; and (ii) exercise must occur within
three months after termination of employment but in no event after the original expiration date of the award. 


        (b)    Dismissal for Cause; Resignation.    If a grantee incurs a termination of employment as the result of a
dismissal for cause or resignation without the Company's prior consent, all options and stock appreciation rights not theretofore exercised shall terminate upon the grantee's termination of
employment. 


        (c)    Retirement.    If a grantee incurs a termination of employment as the result of his retirement, then any
outstanding option or stock appreciation right shall be exercisable on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise
the award on the termination of employment date; and (ii) exercise must occur by the earlier of (A) the third anniversary of such termination of employment, or (B) the original
expiration date of the award. For this purpose "retirement" shall mean a grantee's termination of employment, under circumstances other than those described in paragraph (b) above, on or after:
(x) his 65th birthday, (y) the date on which he has attained age 60 and completed at least five years of service with the Company (using any 


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method of calculation the Committee deems appropriate) or (z) if approved by the Committee, on or after he has completed at least 20 years of service. 



        (d)    Disability.    If a grantee incurs a termination of employment by reason of a disability (as defined below),
then any outstanding option or stock appreciation right shall be exercisable on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to
exercise the award on such termination of employment; and (ii) exercise must occur by the earlier of (A) the first anniversary of the grantee's termination of employment, or
(B) the original expiration date of the award. For this purpose "disability" shall mean: (x) except in connection with an incentive stock option, any physical or mental condition that
would qualify a grantee for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents
the grantee from performing the essential functions of the grantee's position (with or without reasonable accommodation) for a period of six consecutive months and (y) in connection with an
incentive stock option, a disability described in section 422(c)(6) of the Code. The existence of a disability shall be determined by the Committee in its absolute discretion. 


        (e)    Death.  



        (i)  Termination of Employment as a Result of Grantee's Death.    If a grantee incurs a termination of employment as
the result
of his death, then any outstanding option or stock appreciation right shall be exercisable on the following terms and conditions: (A) exercise may be made only to the extent that the grantee
was entitled to exercise the award on such termination of employment; and (B) exercise must occur by the earlier of (1) the first anniversary of the grantee's termination of employment,
or (2) the original expiration date of the award. 


        (ii)  Death Subsequent to a Termination of Employment.    If a grantee dies subsequent to incurring a termination of
employment
but prior to the expiration of the exercise period with respect to a non-qualified stock option or a stock appreciation right (as provided by paragraphs (a), (c), or (d) above),
then the award shall remain exercisable until the earlier to occur of (A) the first anniversary of the grantee's date of death or (B) the original expiration date of the award. 


        (iii)
Restrictions on Exercise Following Death.    Any such exercise of an award following a grantee's death shall be made only
by the grantee's executor or administrator or other duly appointed representative reasonably acceptable to the Committee, unless the grantee's will specifically disposes of such award, in which case
such exercise shall be made only by the recipient of such specific disposition. If a grantee's personal representative or the recipient of a specific disposition under the grantee's will shall be
entitled to exercise any award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and the applicable Grant Certificate
which would have applied to the grantee including, without limitation, the provisions of Sections 3.2 and 3.8 hereof. 




        (f)    Special Rules for Incentive Stock Options.    No option that remains exercisable for more than three months
following a grantee's termination of employment for any reason other than death or disability, or for more than one year following a grantee's termination of employment as the result of his becoming
disabled, may be treated as an incentive stock option. 


        (g)    Committee Discretion.    The Committee, in the applicable Grant Certificate, may waive or modify the
application of the foregoing provisions of this Section 2.5. 


        2.6    Transferability of Options and Stock Appreciation Rights


        Except
as otherwise provided in an applicable Grant Certificate evidencing an option or stock appreciation right, during the lifetime of a grantee, each option or stock appreciation
right granted to a grantee shall be exercisable only by the grantee and no option or stock appreciation right shall be assignable or transferable otherwise than by will or by the laws of descent and
distribution. The 


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Committee may, in any applicable Grant Certificate evidencing an option (other than an incentive stock option to the extent inconsistent with the requirements of section 422 of the Code
applicable to incentive stock options), permit a grantee to transfer all or some of the options to (A) the grantee's
spouse, children or grandchildren ("Immediate Family Members"), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the
Committee in its absolute discretion. Following any such transfer, any transferred options shall continue to be subject to the same terms and conditions as were applicable immediately prior to the
transfer. 


        2.7    Grant of Restricted Stock


        (a)    Restricted Stock Grants.    The Committee may grant restricted shares of Common Stock to such key persons, in
such amounts, and subject to such vesting and forfeiture provisions and other terms and conditions as the Committee shall determine in its sole discretion, subject to the provisions of the Plan.
Restricted stock awards may be made independently of or in connection with any other award under the Plan. A grantee of a restricted stock award shall have no rights with respect to such award unless
such grantee accepts the award within such period as the Committee shall specify by accepting delivery of a restricted stock agreement in such form as the Committee shall determine and, in the event
the restricted shares are newly issued by the Company, makes payment to the Company or its exchange agent by certified or official bank check (or the equivalent thereof acceptable to the Company) in
an amount at least equal to the par value of the shares covered by the award. 


        (b)    Issuance of Stock Certificate(s).    Promptly after a grantee accepts a restricted stock award, the Company or
its exchange agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the award or shall establish an account evidencing ownership of the
stock in uncertificated form. Upon the issuance of such stock certificate(s), or establishment of such account, the grantee shall have the rights of a stockholder with respect to the restricted stock,
subject to: (i) the nontransferability restrictions and forfeiture provision described in paragraphs (d) and (e) of this Section 2.7; (ii) in the Committee's
discretion, to a requirement that any dividends paid on such shares shall be held in escrow until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions
contained in the applicable restricted stock agreement. 


        (c)    Custody of Stock Certificate(s).    Unless the Committee shall otherwise determine, any stock certificates
issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the applicable restricted stock agreement. The
Committee may direct that such stock certificate(s) bear a legend setting forth the applicable restrictions on transferability. 


        (d)    Nontransferability.    Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable restricted stock agreement. The Committee at the time of grant shall specify the date or dates (which
may depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse. 


        (e)    Consequence of Termination of Employment.    A grantee's termination of employment for any reason (including
death) shall cause the immediate forfeiture of all shares of restricted stock that have not yet
vested as of the date of such termination of employment. All dividends paid on such shares also shall be forfeited, whether by termination of any escrow arrangement under which such dividends are
held, by the grantee's repayment of dividends he received directly, or otherwise. 


        2.8    Grant of Unrestricted Stock


        The
Committee may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan, to such key persons and in such amounts and
subject to such forfeiture provisions as the Committee shall determine in its sole discretion. Shares may be thus granted or sold in respect of past services or other valid consideration. 


9





 



        2.9    Grant of Performance Shares


        (a)    Performance Share Grants.    The Committee may grant performance share awards to such key persons, and in such
amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee shall in its sole discretion determine, subject to the provisions of the Plan. Such an
award shall entitle the grantee to acquire shares of Common Stock, or to be paid the value thereof in cash, as the Committee shall determine, if specified performance goals are met. Performance shares
may be awarded independently of, or in connection with, any other award under the Plan. A grantee shall have no rights with respect to a performance share award unless such grantee accepts the award
by accepting delivery of a Grant Certificate at such time and in such form as the Committee shall determine. 


        (b)    Stockholder Rights.    The grantee of a performance share award will have the rights of a stockholder only as
to shares for which a stock certificate has been issued pursuant to the award and not with respect to any other shares subject to the award. 


        (c)    Consequence of Termination of Employment.    Except as may otherwise be provided by the Committee at any time
prior to a grantee's termination of employment, the rights of a grantee of a performance share award shall automatically terminate upon the grantee's termination of employment by the Company and its
subsidiaries for any reason (including death). 


        (d)    Exercise Procedures; Automatic Exercise.    At the discretion of the Committee, the applicable Grant
Certificate may set out the procedures to be followed in exercising a performance share award or it may provide that such exercise shall be made automatically after satisfaction of the applicable
performance goals. 


        (e)    Tandem Grants; Effect on Exercise.    Except as otherwise specified by the Committee, (i) a performance
share award granted in tandem with an option may be exercised only while the option is exercisable, (ii) the exercise of a performance share award granted in tandem with any other award shall
reduce the number of shares subject to such other award in the manner specified in the applicable Grant Certificate, and (iii) the exercise of any award granted in tandem with a performance
share award shall reduce the number of shares subject to the latter in the manner specified in the applicable Grant Certificate. 


        (f)    Nontransferability.    Performance shares may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable Grant Certificate. The Committee at the time of grant shall specify the date or dates (which may
depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the performance shares shall lapse. 


ARTICLE III

Miscellaneous  


        3.1    Amendment of the Plan; Modification of Awards


        (a)    Amendment of the Plan.    The Board may from time to time suspend, discontinue, revise or amend the Plan in any
respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any award theretofore made under the Plan without the consent of the
grantee (or, upon the grantee's death, the person having the right to exercise the award). For purposes of this Section 3.1, any action of the Board or the Committee that in any way alters or
affects the tax treatment of any award shall not be considered to materially impair any rights of any grantee. 


10





 



        (b)    Stockholder Approval Requirement.    Stockholder approval shall be required with respect to any amendment to
the Plan which (i) increases the aggregate number of shares which may be issued pursuant to incentive stock options or changes the class of employees eligible to receive such options; or
(ii) materially increases the benefits under the Plan to persons whose transactions in Common Stock are subject to section 16(b) of the 1934 Act or increases the benefits under the Plan
to someone who is, or who is anticipated to be a "162(m) covered employee" (as defined in Section 3.9(a)(i)), materially
increases the number of shares which may be issued to such persons, or materially modifies the eligibility requirements affecting such persons. 



        (c)    Modification of Awards.    The Committee may cancel any award under the Plan. The Committee also may amend any
outstanding Grant Certificate, including, without limitation, by amendment which would: (i) accelerate the time or times at which the award becomes unrestricted or may be exercised,  provided that,
except as and to the extent that the Committee may otherwise provide pursuant to Section 2.5, 3.7 or 3.8, no option or stock
appreciation right shall be exercisable prior to the first anniversary of its date of grant; (ii) waive or amend any goals, restrictions or conditions set forth in the Agreement; or
(iii) waive or amend the operation of Section 2.5 with respect to the termination of the award upon termination of employment. However, any such cancellation or amendment (other than an
amendment pursuant to Sections 3.7 or 3.8(b)) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding award shall be made only with the consent of
the grantee (or, upon the grantee's death, the person having the right to exercise the award). 


        3.2    Consent Requirement


        (a)    No Plan Action without Required Consent.    If the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the issuance or purchase of shares or other rights thereunder, or the
taking of any other action thereunder (each such action being hereinafter referred to as a "Plan Action"), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent
shall have been effected or obtained to the full satisfaction of the Committee. 


        (b)    Consent Defined.    The term "Consent" as used herein with respect to any Plan Action means (i) any and
all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements
and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee shall deem necessary or desirable to comply with the terms of any
such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies. 


        3.3    Nonassignability


        Except
as provided in Sections 2.5(e), 2.6, 2.7(d) and 2.9(f): (a) no award or right granted to any person under the Plan or under any Grant Certificate shall be assignable or
transferable other than by will or by the laws of descent and distribution; and (b) all rights granted under the Plan or any Grant Certificate shall be exercisable during the life of the
grantee only by the grantee or the grantee's legal representative. 


        3.4    Requirement of Notification of Election Under Section 83(b) of the Code


        If
any grantee shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under section 83(b) of the Code (i.e., an election
to include in gross income in the year of transfer the amounts specified in section 83(b)), such grantee shall notify the Company of such election within 10 days of filing notice of the
election with the Internal Revenue 


11





 




Service, in addition to any filing and notification required pursuant to regulations issued under the authority of Code section 83(b). 


        3.5    Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the
Code


        Each
Grant Certificate with respect to an incentive stock option shall require the grantee to notify the Company of any disposition of shares of Common Stock issued pursuant to the
exercise of such option under the circumstances described in section 421(b) of the Code (relating to certain disqualifying dispositions), within 10 days of such disposition. 


        3.6    Withholding Taxes


        (a)    With Respect to Cash Payments.    Whenever cash is to be paid pursuant to an award under the Plan, the Company
shall be entitled to deduct therefrom an amount sufficient in its opinion to satisfy all federal, state and other governmental tax withholding requirements related to such payment. 


        (b)    With Respect to Delivery of Common Stock.    Whenever shares of Common Stock are to be delivered pursuant to an
award under the Plan, the Company shall be entitled to require as a condition of delivery that the grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy all
federal, state and other governmental tax withholding requirements related thereto. With the approval of the Committee, which the Committee shall have sole discretion whether or not to give, the
grantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of tax to be withheld. Such shares shall be valued at their
Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all
or any portion of the shares to be delivered pursuant to an award. 


        3.7    Adjustment Upon Changes in Common Stock


        (a)    Shares Available for Grants.    In the event of any change in the number of shares of Common Stock outstanding
by reason of any stock dividend or split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum number of shares of
Common Stock with respect to which the Committee may grant awards under Article II hereof, as described in Section 1.5(a), and the individual annual limit described in
Section 1.5(d), shall be appropriately adjusted by the Committee. In the event of any change in the number of shares of Common Stock outstanding by reason of any other event or transaction, the
Committee may, but need not, make such adjustments in the number and class of shares of Common Stock with respect to which awards: (i) may be granted under Article II hereof and
(ii) granted to any one employee of the Company or a subsidiary during any one calendar year, in each case as the Committee may deem appropriate, unless such adjustment would cause any award
that would otherwise qualify as performance based compensation with respect to a "162(m) covered employee" (as defined in Section 3.9(a)(i)), to cease to so qualify. 


        (b)    Outstanding Restricted Stock and Performance Shares.    Unless the Committee in its absolute discretion
otherwise determines, any securities or other property (including dividends paid in cash) received by a grantee with respect to a share of restricted stock, the issue date with respect to which occurs
prior to such event, but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination,
exchange of shares or otherwise will not vest until such share of restricted stock vests, and shall be promptly deposited with the Company or other custodian designated pursuant to
Section 2.7(c) hereof. 


        The
Committee may, in its absolute discretion, adjust any grant of shares of restricted stock, the issue date with respect to which has not occurred as of the date of the occurrence of
any of the following events, or any grant of performance shares, to reflect any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate 


12





 




change as the Committee may deem appropriate to prevent the enlargement or dilution of rights of grantees. 


        (c)    Outstanding Options, Stock Appreciation Rights and Dividend Equivalent Rights—Increase or Decrease in Issued Shares Without
Consideration.    Subject to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the
number of such shares effected without receipt of consideration by the Company, the Committee shall proportionally adjust the number of shares of Common Stock subject to each outstanding option and
stock appreciation right, and the exercise price-per-share of Common Stock of each such option and stock appreciation right and the number of any related dividend equivalent
rights. 


        (d)    Outstanding Options, Stock Appreciation Rights and Dividend Equivalent Rights—Certain
Mergers.    Subject to any required action by the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of
which the holders of shares of Common Stock receive securities of another corporation), each option, stock appreciation right and dividend equivalent right outstanding on the date of such merger or
consolidation shall pertain to and apply to the securities which a holder of the number of shares of Common Stock subject to such option, stock appreciation right or dividend equivalent right would
have received in such merger or consolidation. 


        (e)    Outstanding Options, Stock Appreciation Rights and Dividend Equivalent Rights—Certain Other
Transactions.    In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets,
(iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company
is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall, in its absolute discretion,
have the power to: 



        (A)    cancel,
effective immediately prior to the occurrence of such event, each option and stock appreciation right (including each dividend equivalent right related thereto)
outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option or stock appreciation right was
granted an amount in cash, for each share of Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (x) the value, as determined by the Committee
in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (y) the exercise price of such option or stock
appreciation right; or 


        (B)    provide
for the exchange of each option and stock appreciation right (including any related dividend equivalent right) outstanding immediately prior to such event
(whether or not then exercisable) for an option on or stock appreciation right and dividend equivalent right with respect to, as appropriate, some or all of the property which a holder of the number
of shares of Common Stock subject to such option or stock appreciation right would have received and, incident thereto, make an equitable adjustment as determined by the Committee in its absolute
discretion in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or dividend equivalent right
or, if appropriate, provide for a cash payment to the grantee to whom such option or stock appreciation right was granted in partial consideration for the exchange of the option or stock appreciation
right. 




        (f)    Outstanding Options, Stock Appreciation Rights and Dividend Equivalent Rights—Other Changes.    In
the event of any change in the capitalization of the Company or a corporate change other than 


13





 


those specifically referred to in Sections 3.7(c), (d) or (e) hereof, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to
options, stock appreciation rights and dividend equivalent rights outstanding on the date on which such change occurs and in the per-share exercise price of each such option and stock
appreciation right as the Committee may consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Committee determines it is appropriate, the Committee
may elect to cancel each option and stock appreciation right (including each dividend equivalent right related thereto) outstanding immediately
prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option or stock appreciation right was granted an amount in
cash, for each share of Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (i) the Fair Market Value of Common Stock on the date of such
cancellation over (ii) the exercise price of such option or stock appreciation right. 



        (g)    No Other Rights.    Except as expressly provided in the Plan, no grantee shall have any rights by reason of any
subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation,
merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an award or the exercise price of any
option or stock appreciation right. 


        3.8    Change in Control


        (a)    Change in Control Defined.    For purposes of this Section 3.8, "Change in Control" shall mean the
occurrence of any of the following: 




(i)    any
person or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), other than the person acting as Chairman of the Board immediately following the Company's
initial public offering ("Chairman") or entities which the Chairman directly or indirectly controls (as defined in Rule 12b-2 under the 1934 Act), acquiring "beneficial ownership"
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of fifty percent (50%) or more of the aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company; 


(ii)    the
sale of all or substantially all of the Company's assets in one or more related transactions to a person other than such a sale to a subsidiary of the Company which does not
involve a change in the equity holdings of the Company or to an entity which the Chairman directly or indirectly controls; or 



(iii)    any
merger, consolidation, reorganization or similar event of the Company or any of its subsidiaries, as a result of which the holders of the voting stock of the Company immediately
prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock
of the surviving entity. 





        (b)    Effect of a Change in Control.    Unless the Committee provides otherwise in a Grant Certificate, upon the
occurrence of a Change in Control: 



        (i)    notwithstanding
any other provision of this Plan, any award then outstanding shall become fully vested and any award in the form of an option or stock appreciation right
shall be immediately exercisable; 


        (ii)    to
the extent permitted by law, the Committee may, in its sole discretion, amend any Grant Certificate in such manner as it deems appropriate; 



14





 




        (iii)    a
grantee who incurs a termination of employment for any reason, other than a dismissal for cause, concurrent with or within one year following the Change in Control
may exercise any outstanding option or stock appreciation right, but only to the extent that the grantee was entitled to exercise the award on his termination of employment date, until the earlier of
(A) the original expiration date of the award and (B) the later of (x) the date provided for under the terms of Section 2.5 without reference to this
Section 3.8(b)(iii) and (y) the first anniversary of the grantee's termination of employment. 




        (c)    Miscellaneous. Whenever deemed appropriate by the Committee, any action referred to in paragraph (b) (ii) of this
Section 3.8 may be made conditional upon the consummation of the applicable Change in Control transaction.  


        3.9    Limitations Imposed by Section 162(m)


        (a)    Qualified Performance-Based Compensation.    To the extent the Committee determines it is desirable to grant an
award to an individual it anticipates might be a "162(m) covered employee" (as defined below), with respect to which award the compensation realized by the grantee will or may not otherwise be
deductible by operation of section 162(m) of the Code, the Committee may, as part of its effort to have such an award treated as "qualified performance-based compensation" within the meaning of
Code section 162(m), make the vesting of the award subject to the attainment of one or more preestablished objective performance goals. 



        (i)    An
individual is a "162(m) covered employee" if, as of the last day of the Company's taxable year for which the compensation related to an award would otherwise be
deductible (without regard to section 162(m)), he or she is (A) the chief executive officer of the Company (or is acting in such capacity) or (B) one of the four highest
compensated officers of the Company other than the chief executive officer. Whether an individual is described in either clause (A) or (B) above shall be determined in accordance with
applicable regulations under section 162(m) of the Code. 


        (ii)    If
the Committee has determined to grant an award to an individual it anticipates might be a 162(m) covered employee pursuant to this Section 3.9(a), then prior
to the earlier to occur of (A) the first day after 25% of each period of service to which the performance goal relates has elapsed and (B) the ninety first (91st) day of such period and,
in either case, while the performance outcome remains substantially uncertain, the Committee shall set one or more objective performance goals for each such 162(m) covered person for such period. Such
goals shall be expressed in terms of (A) one or more corporate or divisional earnings-based measures (which may be based on net income, operating income, cash flow, residual income or any
combination thereof) and/or (B) one or more corporate or divisional sales-based measures. Each such goal may be expressed on an absolute and/or relative basis, may employ comparisons with past
performance of the Company (including one or more divisions) and/or the current or past performance of other companies, and in the case of earnings-based measures, may employ comparisons to capital,
stockholders' equity and shares outstanding. The terms of the award shall state an objective formula or standard for computing the amount of compensation payable, and shall preclude discretion to
increase the amount of compensation payable, if the goal is attained. 


        (iii)    Except
as otherwise provided herein, the measures used in performance goals set under the Plan shall be determined in accordance with generally accepted accounting
principles ("GAAP") and in a manner consistent with the methods used in the Company's regular reports on Forms 10-K and 10-Q, without regard to any of the following unless
otherwise determined by the Committee consistent with the requirements of section 162(m)(4)(C) and the regulations thereunder: (A) all items of gain, loss or expense for the period that
are related to special, unusual or nonrecurring items, events or circumstances affecting the Company or the financial statements of the Company; (B) all items of gain, loss or expense for the
period that are related to (x) the 



15





 





disposal of a business or discontinued operations or (y) the operations of any business acquired by the Company during the period; and (C) all items of gain, loss or expense for the
period that are related to changes in accounting principles or to changes in applicable law or regulations. 




        (b)    Nonqualified Deferred Compensation.    Notwithstanding any other provision hereunder, prior to a Change in
Control, if and to the extent that the Committee determines the Company's federal tax deduction in respect of an award may be limited as a result of section 162(m) of the Code, the Committee
may take the following actions: 



        (i)    With
respect to options, stock appreciation rights or dividend equivalent rights, the Committee may delay the exercise or payment, as the case may be, in respect of such
options, stock appreciation rights or dividend equivalent rights until a date that is within 30 days after the earlier to occur of (A) the date that compensation paid to the grantee no
longer is subject to the deduction limitation under section 162(m) of the Code and (B) the occurrence of a Change in Control. In the event that a grantee exercises an option, stock
appreciation right or would receive a payment in respect of a dividend equivalent right at a time when the grantee is a 162(m) covered employee, and the Committee determines to delay the exercise or
payment, as the case may be, in respect of any such award, the Committee shall credit cash or, in the case of an amount payable in Common Stock, the Fair Market Value of the Common Stock, payable to
the grantee to a book account. The grantee shall have no rights in respect of such book account and the amount credited thereto shall not be transferable by the grantee other than by will or laws of
descent and distribution. The Committee may credit additional
amounts to such book account as it may determine in its sole discretion. Any book account created hereunder shall represent only an unfunded, unsecured promise by the Company to pay the amount
credited thereto to the grantee in the future. 


        (ii)    With
respect to restricted stock, unrestricted stock or performance shares, the Committee may require the grantee to surrender to the Committee any certificates with
respect to restricted stock and unrestricted stock and agreements with respect to performance shares, in order to cancel the awards of such restricted stock, unrestricted stock and performance shares
(and any related dividend equivalent rights). In exchange for such cancellation, the Committee shall credit to a book account a cash amount equal to the Fair Market Value of the shares of Common Stock
subject to such awards. The amount credited to the book account shall be paid to the grantee within 30 days after the earlier to occur of (A) the date that compensation paid to the
grantee no longer is subject to the deduction limitation under section 162(m) of the Code and (B) the occurrence of a Change in Control. The grantee shall have no rights in respect of
such book account and the amount credited thereto shall not be transferable by the grantee other than by will or laws of descent and distribution. The Committee may credit additional amounts to such
book account as it may determine in its sole discretion. Any book account created hereunder shall represent only an unfunded, unsecured promise by the Company to pay the amount credited thereto to the
grantee in the future. 




        3.10    Right of Discharge Reserved


        Nothing
in the Plan or in any Grant Certificate shall confer upon any grantee the right to continue his employment or affect any right which the Company may have to terminate such
employment. 


        3.11    Nature of Payments



        (a)    Consideration for Services Performed.    Any and all grants of awards and issuances of shares of Common Stock
under the Plan shall be in consideration of services performed for the Company by the grantee. 


        (b)    Not Taken into Account for Benefits.    All such grants and issuances shall constitute a special incentive
payment to the grantee and shall not be taken into account in computing the amount of 


16





 




salary or compensation of the grantee for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under
any agreement between the Company and the grantee, unless such plan or agreement specifically otherwise provides. 


        3.12    Non-Uniform Determinations



        The
Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or who are eligible to receive, awards under the Plan
(whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and
selective determinations, and to enter into non-uniform and selective Grant Certificates, as to (a) the persons to receive awards under the Plan, (b) the terms and provisions
of awards under the Plan, and (c) the treatment of leaves of absence pursuant to Section 1.6(c). 


        3.13    Other Payments or Awards



        Nothing
contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect. 


        3.14    Headings


        Any
section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand, limit or otherwise define the
contents of such subdivisions. 


        3.15    Effective Date and Term of Plan


        (a)    Adoption; Stockholder Approval.    The Plan was adopted by the Board on June    , 2001. Although the
Company intends to obtain approval of the Plan by the Company's stockholders within the time period required to allow grants of options hereunder to qualify as incentive stock options, awards under
the Plan prior to such stockholder approval may, but need not, be made subject to such approval. 



        (b)    Termination of Plan.    Unless sooner terminated by the Board or pursuant to Paragraph (a) above, the
provisions of the Plan respecting the grant of incentive stock options shall terminate on the tenth anniversary of the adoption of the Plan by the Board, and no incentive stock option awards shall
thereafter be made under the Plan. All such awards made under the Plan prior to its termination shall remain in effect until such awards have been satisfied or terminated in accordance with the terms
and provisions of the Plan and the applicable Grant Certificates. 


        3.16    Restriction on Issuance of Stock Pursuant to Awards



        The
Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of Common Stock are fully paid and
non-assessable under applicable law. 


        3.17    Governing Law


        Except
to the extent preempted by any applicable federal law, the Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to
principles of conflict of laws. 


17