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                                                                    Exhibit 10-D


                              UNIFIRST CORPORATION
                        AMENDED 1996 STOCK INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS.

         The name of the plan is the UniFirst Corporation 1996 Stock Incentive
Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
personnel of UniFirst Corporation (the "Company") and its Subsidiaries upon
whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business, to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

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

         "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Awards, Unrestricted Stock
Awards and Performance Share Awards.

         "Award Agreement" means the agreement executed and delivered by the
Company and the recipient of an Award.

         "Board" means the Board of Directors of the Company.

         "Cause" means for purposes of the Plan a determination of the Board
that the employee should be dismissed as a result of (i) serious and willful
misconduct that is injurious to the Company; (ii) the employee's conviction of
(whether or not such conviction is subject to appeal), or entry of a plea of
guilty or nolo contendere to, any crime or offense involving fraud, personal
dishonesty or moral turpitude or which constitutes a felony in the jurisdiction
involved; or (iii) the employee's continuing repeated willful failure or refusal
to perform such employee's duties to the Company.

         "Change of Control" is defined in Section 14.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Committee" means a Committee of the Board referred to in Section 2 if
one shall have been appointed to administer the Plan; otherwise "Committee"
means the Board.

         "Disability" means disability as set forth in Section 22(e)(3) of the
Code.

         "Effective Date" is defined in Section 16.




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         "Fair Market Value" on any given date means the last sale price at
which Stock is traded on such date or, if no Stock is traded on such date, the
most recent date on which Stock was traded, as reflected on the New York Stock
Exchange or, if applicable, any other national stock exchange on which the Stock
is traded.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Performance Share Award" means an Award granted pursuant to
Section 9(a).

         "Restricted Stock Award" means an Award granted pursuant to
Section 7(a).

         "Stock" means the Common Stock, $0.10 par value, of the Company,
subject to adjustment pursuant to Section 3.

         "Stock Appreciation Right" means an Award granted pursuant to Section
6(a).

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the total combined voting power of all classes of
stock or other interests in one of the other corporations or entities in the
chain.

         "Unrestricted Stock Award" means an Award granted pursuant to
Section 8.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
           AND DETERMINE AWARDS, ETC.

         (a) Committee. The Plan shall be administered by the Board, unless the
Board shall have appointed the Compensation Committee to administer the Plan. It
is presently contemplated that the Board, and not the Compensation Committee,
will administer the Plan.

         (b) Powers of Committee. The Committee shall have the authority to
grant Awards consistent with the terms of the Plan, including the authority at
any time:


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              (i)  to select the officers and other employees of the Company
         and its Subsidiaries to whom Awards may from time to time be granted
         (collectively the "participants" and individually a "participant");

              (ii) to determine the time or times of grant, and the extent, if
         any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
         Appreciation Rights, Restricted Stock, Unrestricted Stock and
         Performance Shares, or any combination of the foregoing, granted to
         any one or more participants;

              (iii) to determine the number of shares to be covered by any
         Award;

              (iv) to determine and modify the terms and conditions, including
         restrictions, not inconsistent with the terms of the Plan, of any
         Award, which terms and conditions may differ among individual Awards
         and participants, and to approve the form of Award Agreements;

              (v)  to determine whether, to what extent, and under what
         circumstances Stock and other amounts payable with respect to an Award
         shall be deferred either automatically or at the election of the
         participant and whether and to what extent the Company shall pay or
         credit amounts equal to interest (at rates determined by the
         Committee) or dividends or deemed dividends on such deferrals;

              (vi) to accelerate the exercisability or vesting of all or any
         portion of any Award;

              (vii) subject to the provisions of Section 5(a)(ii), to extend
         the period in which Stock Options may be exercised; and

              (viii) to adopt, alter and repeal such rules, guidelines and
         practices for administration of the Plan and for its own acts and
         proceedings as it shall deem advisable; to interpret the terms and
         provisions of the Plan and any Award (including related Award
         Agreements); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the
         administration of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

         (a) Shares Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 450,000. For purposes of this
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. Subject to such overall
limitation, shares may be issued up to such maximum number pursuant to any type
or types of Award, including Incentive Stock Options. Shares issued under the
Plan may be authorized but


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unissued shares or shares reacquired by the Company. Upon the exercise of a
Stock Appreciation Right settled in stock, the right to purchase an equal number
of shares of Stock covered by a related Stock Option, if any, shall be deemed to
have been surrendered and will no longer be exercisable, and said number of
shares shall no longer be available under the Plan.

         (b) Recapitalizations. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind
of shares or other securities of the Company, or additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the
Committee shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, (ii) the number
of Stock Options or Stock Appreciation Rights that can be granted to any one
individual participant, (iii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, and (iv) the price for
each share subject to any then outstanding Stock Options and Stock Appreciation
Rights under the Plan, without changing the aggregate exercise price (i.e., the
exercise price multiplied by the number of Stock Options and Stock Appreciation
Rights) as to which such Stock Options and Stock Appreciation Rights remain
exercisable. The adjustment by the Committee shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the Plan
resulting from any such adjustment, but the Committee in its discretion may make
a cash payment in lieu of fractional shares.

         (c) Mergers. Upon consummation of a consolidation or merger or sale of
all or substantially all of the assets of the Company in which outstanding
shares of Stock are exchanged for securities, cash or other property of an
unrelated corporation or business entity or in the event of a liquidation of the
Company (in each case, a "Transaction"), the Board, or the board of directors of
any corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding Stock Options
and Stock Appreciation Rights: (i) provide that such Stock Options and Stock
Appreciation Rights shall be assumed or equivalent options shall be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon
written notice to the optionees, provide that all unexercised Stock Options and
Stock Appreciation Rights will terminate immediately prior to the consummation
of the Transaction unless exercised by the optionee within a specified period
following the date of such notice, and/or (iii) in the event of a business
combination under the terms of which holders of the Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the business combination, make or provide for a cash payment equal to the
difference between (A) the value (as determined by the Committee) of the
consideration payable per share of Stock pursuant to the business combination
(the "Merger Price") times the number of shares of Stock subject to such
outstanding Stock Options and Stock Appreciation Rights (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Stock Options and Stock Appreciation
Rights in exchange for the termination of such Stock Options and Stock
Appreciation Rights. In the event Stock Options and Stock Appreciation Rights
will terminate upon the consummation of the Transaction, each optionee shall be
permitted, within a specified

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period determined by the Committee, to exercise all non-vested Stock Options and
Stock Appreciation Rights, subject to the consummation of the Transaction.

         (d) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who become employees of the Company or a Subsidiary as the result of
a merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Committee may direct that the substitute
awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.

SECTION 4. ELIGIBILITY.

         Participants in the Plan may be such officers and other employees of
the Company and its Subsidiaries who are responsible for or contribute to the
management, growth or profitability of the Company and its Subsidiaries and who
are selected from time to time by the Committee, in its sole discretion.

SECTION 5. STOCK OPTIONS.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

         No Incentive Stock Option shall be granted under the Plan after
November 5, 2006.

         (a) Stock Options Granted to Officers and Other Employees. The
Committee, in its discretion, may grant Stock Options to officers and other
employees of the Company or any Subsidiary. Stock Options granted to such
participants pursuant to this Section 6(a) shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

              (i)  Exercise Price. The per share exercise price of a Stock
         Option shall be determined by the Committee at the time of grant but
         shall be, in the case of Incentive Stock Options, not less than 100%
         of Fair Market Value on the date of grant. If a participant owns or is
         deemed to own (by reason of the attribution rules applicable under
         Section 424(d) of the Code) more than 10% of the combined voting power
         of all classes of stock of the Company or any Subsidiary or parent
         corporation and an Incentive Stock Option is granted to such
         participant, the option price shall be not less than 110% of Fair
         Market Value on the grant date.

              (ii) Option Term. The term of each Stock Option shall be fixed by
         the Committee, but no Incentive Stock Option shall be exercisable more
         than ten years after


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          the date the option is granted. If a participant owns or is deemed to
          own (by reason of the attribution rules of Section 424(d) of the Code)
          more than 10% of the combined voting power of all classes of stock of
          the Company or any Subsidiary or parent corporation and an Incentive
          Stock Option is granted to such participant, the term of such option
          shall be no more than five years from the date of grant.

               (iii) Exercisability; Rights of a Shareholder. Stock Options
          shall become vested and exercisable at such time or times, whether or
          not in installments, as shall be determined by the Committee at or
          after the grant date. An optionee shall have the rights of a
          shareholder only as to shares acquired upon the exercise of a Stock
          Option and not as to unexercised Stock Options.

               (iv) Method of Exercise. Stock Options may be exercised in whole
          or in part, by giving written notice of exercise to the Company,
          specifying the number of shares to be purchased. Payment of the
          purchase price may be made by one or more of the following methods:

                    (A)  In cash, by certified or bank check or other instrument
               acceptable to the Committee;

                    (B)  In the form of shares of Stock that are not then
               subject to restrictions under any Company plan, if permitted by
               the Committee, in its discretion and that have been beneficially
               owned by the optionee for at least six months. Such surrendered
               shares shall be valued at Fair Market Value on the exercise date;
               or

                    (C)  By the optionee delivering to the Company a properly
               executed exercise notice together with irrevocable instructions
               to a broker to promptly deliver to the Company cash or a check
               payable and acceptable to the Company to pay the option purchase
               price; provided that in the event the optionee chooses to pay the
               option purchase price as so provided, the optionee and the broker
               shall comply with such procedures and enter into such agreements
               of indemnity and other agreements as the Committee shall
               prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection. The delivery of
certificates representing shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock
Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.

               (v)  Non-transferability of Options. No Stock Option shall be
          transferable by the optionee otherwise than by will or by the laws of
          descent and distribution and all Stock Options shall be exercisable,
          during the optionee's lifetime, only by the optionee. Notwithstanding
          the foregoing, the Committee may permit the optionee to transfer,
          without consideration for the transfer, his Non-Qualified Stock
          Options to members, of


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          his immediate family, or to trusts for the benefit of such family
          members, and to partnerships in which such family members are the only
          partners, provided that the transferee agrees in writing with the
          Company to be bound by all of the terms and conditions of this Plan
          and the applicable option agreement.

               (vi) Termination by Death. If any optionee's employment by the
          Company and its Subsidiaries terminates by reason of death, the Stock
          Option may thereafter be exercised, to the extent exercisable at the
          date of death, by the legal representative or legatee of the optionee,
          for a period of one year (or such shorter period as the Committee
          shall specify at the time of grant or such longer period as the
          Committee shall specify at any time) from the date of death, or until
          the expiration of the stated term of the Option, if earlier.

               (vii) Termination by Reason of Disability or Normal Retirement.

                    (A)  Any Stock Option held by an optionee whose employment
               by the Company and its Subsidiaries has terminated by reason of
               Disability may thereafter be exercised, to the extent it was
               exercisable at the time of such termination, for a period of one
               year (or such shorter period as the Committee shall specify at
               the time of grant or such longer period as the Committee shall
               specify at any time) from the date of such termination of
               employment, or until the expiration of the stated term of the
               Option, if earlier.

                    (B)(1) Any Non-Qualified Stock Option held by an optionee
               whose employment by the Company and its Subsidiaries has
               terminated by reason of Normal Retirement may thereafter be
               exercised, to the extent it was exercisable at the time of such
               termination, for a period of one year (or such shorter period as
               the Committee shall specify at the time of grant or such longer
               period as the Committee shall specify at any time) from the date
               of such termination of employment, or until the expiration of the
               stated term of the Option, if earlier.

                    (2)  Any Incentive Stock Option held by an optionee whose
               employment by the Company and its Subsidiaries has terminated by
               reason of Normal Retirement may thereafter be exercised, to the
               extent it was exercisable at the time of such termination, for a
               period of three months (or such shorter period as the Committee
               shall specify at the time of grant or such longer period as the
               Committee shall specify at any time) from the date of such
               termination of employment, or until the expiration of the stated
               term of the Option, if earlier.

                    (C)  The Committee shall have sole authority and discretion
               to determine whether a participant's employment has been
               terminated by reason of Disability or Normal Retirement.

                    (D)  Except as otherwise provided by the Committee at the
               time of grant, the death of an optionee during a period provided
               in this Section 5(a)(vii) for the exercise of a Non-Qualified
               Stock Option (or during the final year of such period



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              if longer than one year), shall extend such period for one year
              following death, subject to termination on the expiration of the
              stated term of the Option, if earlier.

              (viii) Termination for Cause. If any optionee's employment by the
         Company and its Subsidiaries has been terminated for Cause, any Stock
         Option held by such optionee shall immediately terminate and be of no
         further force and effect; provided, however, that the Committee may,
         in its sole discretion, provide that such stock option can be
         exercised for a period of up to three months from the date of
         termination of employment or until the expiration of the stated term
         of the Option, if earlier.

              (ix) Other Termination. Unless otherwise determined by the
         Committee, if an optionee's employment by the Company and its
         Subsidiaries terminates for any reason other than death, Disability,
         Normal Retirement or for Cause, any Stock Option held by such optionee
         may thereafter be exercised, to the extent it was exercisable on the
         date of termination of employment, for a period of three months (or
         such shorter period as the Committee shall specify at the time of
         grant or such longer period as the Committee shall specify at any
         time) from the date of termination of employment or until the
         expiration of the stated term of the Option, if earlier.

              (x)  Annual Limit on Incentive Stock Options. To the extent
         required for "incentive stock option" treatment under Section 422 of
         the Code, the aggregate Fair Market Value (determined as of the time
         of grant) of the Stock with respect to which Incentive Stock Options
         granted under this Plan and any other plan of the Company or its
         Subsidiaries become exercisable for the first time by an optionee
         during any calendar year shall not exceed $100,000.

              (xi) No Restrictions on Shares Issued Upon Exercise. Shares of
         Stock issued upon exercise of a Stock Option shall be free of all
         restrictions under the Plan, except as otherwise provided in this
         Plan.

         (b) Reload Options. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an Option and paying the purchase price by the delivery of a
number of shares of Stock in accordance with Section 5(a)(iv)(B) hereof would
automatically be granted an additional Option (with an exercise price equal to
the Fair Market Value of the Stock on the date the additional Option is granted
and with the same expiration date as the original Option being exercised, and
with such other terms as the Committee may provide) to purchase that number of
shares of Stock equal to the number delivered to pay the purchase price in
connection with the exercise of the original Option.

SECTION 6. STOCK APPRECIATION RIGHTS; DISCRETIONARY PAYMENTS.

         (a) Nature of Stock Appreciation Right. A Stock Appreciation Right is
an Award entitling the recipient to receive an amount in cash or shares of Stock
(or in a form of payment permitted under Section 6(e) below) or a combination
thereof having a value equal to (or if the Committee shall so determine at time
of grant, less than) the excess of the Fair Market Value of a share of Stock on
the date of exercise over the exercise price per share set by the Committee at


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the time of grant (or over the option exercise price per share, if the Stock
Appreciation Right was granted in tandem with a Stock Option) multiplied by the
number of shares with respect to which the Stock Appreciation Right shall have
been exercised, with the Committee having the right to determine the form of
payment.

         (b) Grant and Exercise of Stock Appreciation Rights. The Committee, in
its discretion, may grant Stock Appreciation Rights to any officers or other
employees of the Company or any Subsidiary in tandem with, or independently of,
any Stock Option granted pursuant to Section 5(a) of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

         A Stock Appreciation Right or applicable portion thereof granted in
tandem with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, at the
Committee's discretion, a Stock Appreciation Right granted with respect to less
than the full number of shares covered by a related Stock Option shall only so
terminate if and to the extent that the number of shares covered by the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by such Stock Appreciation Right.

         (c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Committee, subject to the following:

              (i)  Stock Appreciation Rights granted in tandem with Stock
         Options shall be exercisable at such time or times and to the extent
         that the related Stock Options shall be exercisable.

              (ii) Upon exercise of a Stock Appreciation Right, the applicable
         portion of any related Stock Option shall be surrendered.

              (iii) Stock Appreciation Rights granted in tandem with a Stock
         Option shall be transferable only when and to the extent that the
         underlying Stock Option would be transferable. Stock Appreciation
         Rights not granted in tandem with a Stock Option shall not be
         transferable otherwise than by will or the laws of descent or
         distribution. All Stock Appreciation Rights shall be exercisable
         during the participant's lifetime only by the participant or the
         participant's legal representative.

         (d) No Restrictions on Shares Issued Upon Exercise. Shares of Stock
issued upon exercise of a Stock Appreciation Right shall be free of all
restrictions under the Plan, except as otherwise provided in this Plan.


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SECTION 7. RESTRICTED STOCK AWARDS.

         (a) Nature of Restricted Stock Award. The Committee, in its discretion,
may grant Restricted Stock Awards to any officers or other employees of the
Company or any Subsidiary. A Restricted Stock Award is an Award entitling the
recipient to acquire, at no cost or for a purchase price determined by the
Committee, shares of Stock subject to such restrictions and conditions as the
Committee may determine at the time of grant ("Restricted Stock"). Conditions
may be based on continuing employment and/or achievement of pre-established
performance goals and objectives. With the consent of an employee, a Restricted
Stock Award may be granted to such employee by the Committee in lieu of any
compensation otherwise due to such employee.

         (b) Award Agreement. A participant who is granted a Restricted Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within 60 days (or such shorter date as the
Committee may specify) following the award date by making payment to the Company
by certified or bank check or other instrument or form of payment acceptable to
the Committee in an amount equal to the specified purchase price, if any, of the
shares covered by the Award and by executing and delivering to the Company a
Restricted Stock Award Agreement in such form as the Committee shall determine.

         (c) Rights as a Shareholder. Upon complying with Section 7(b) above,
such participant shall have all the rights of a shareholder with respect to the
Restricted Stock including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 7 and subject to such other conditions contained in
the Restricted Stock Award Agreement. Unless the Committee shall otherwise
determine, certificates evidencing shares of Restricted Stock shall remain in
the possession of the Company until such shares are vested as provided in
Section 7(e) below.

         (d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock with respect to which
conditions have not lapsed at their purchase price, or to require forfeiture of
such shares to the Company if acquired at no cost, from the participant or the
participant's legal representative. The Company must exercise such right of
repurchase or forfeiture not later than the 90th day following such termination
of employment (unless otherwise specified in the Restricted Stock Award
Agreement).

         (e) Vesting of Restricted Stock. The Committee at the time of grant
shall specify the date or dates and/or the attainment of performance goals,
objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established goals, objectives and other conditions, the shares on which all
restrictions have lapsed shall no longer be Restricted Stock and shall be deemed
vested. The Committee at any time may accelerate such date or dates and
otherwise waive or, subject to Section 12, amend any conditions of the Award.


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         (f) Waiver, Deferral and Reinvestment of Dividends. The Restricted
Stock Award Agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on the Restricted Stock.

SECTION 8. UNRESTRICTED STOCK AWARDS.

         (a) Grant or Sale of Unrestricted Stock. The Committee may, in its
discretion, grant (or sell at a purchase price determined by the Committee) to
any officers or other employees of the Company or any Subsidiary shares of Stock
free of any restrictions under the Plan ("Unrestricted Stock").

         (b) Restrictions on Transfers. The right to receive Unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.

SECTION 9. PERFORMANCE SHARE AWARDS.

         (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee, in its discretion, may grant
Performance Share Awards to any officers or other employees of the Company or
any Subsidiary, including those who qualify for awards under other performance
plans of the Company. The Committee shall determine whether and to whom
Performance Share Awards shall be made, the performance goals applicable under
each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to such Award; provided, however,
that the Committee may rely on the performance goals and other standards
applicable to other performance-based plans of the Company in setting the
standards for Performance Share Awards under the Plan. The Committee may make
Performance Share Awards independently of or in connection with the granting of
any other Award under the Plan.

         (b) Restrictions on Transfer. Performance Share Awards and all rights
with respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.

         (c) Rights as a Shareholder. A participant receiving a Performance
Share Award shall have the rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A participant
shall be entitled to receive a stock certificate evidencing the acquisition of
shares of Stock under a Performance Share Award only upon satisfaction of all
conditions specified in the written instrument evidencing the Performance Share
Award (or in the performance plan adopted by the Committee).

         (d) Termination. Except as may otherwise be provided by the Committee
at any time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause or without Cause).


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         (e) Acceleration, Waiver, Etc. At any time prior to the participant's
termination of employment by the Company and its Subsidiaries, the Committee may
in its sole discretion accelerate, waive or, subject to Section 12, amend any or
all of the goals, restrictions or conditions imposed under any Performance Share
Award.

SECTION 10. TAX WITHHOLDING.

         (a) Payment by Participant. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, all Federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

         (b) Payment in Shares. Subject to the approval of the Committee, a
participant may elect to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

SECTION 11. TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 12. AMENDMENTS AND TERMINATION.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. If and to the
extent determined by the Committee to be


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<PAGE>

required by the Code to ensure that Incentive Stock Options granted under the
Plan are qualified under Section 422 of the Code, Plan amendments shall be
subject to approval by the Company stockholders entitled to vote at a meeting of
stockholders.

SECTION 13. STATUS OF PLAN.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 14. CHANGE OF CONTROL PROVISIONS.

         Upon the occurrence of a Change of Control as defined in this
Section 14:

         (a) Each Stock Option, Stock Appreciation Right and Performance Share
Award shall automatically become fully exercisable, unless the Committee shall
otherwise expressly provide at the time of grant.

         (b) Restrictions and conditions on Awards of Restricted Stock shall
automatically be deemed waived, and the recipients of such Awards shall become
entitled to receipt of the Stock subject to such Awards.

         (c) To the extent Section 14(a) hereof is not applicable to any Stock
Options, Stock Appreciation Rights or Performance Share Awards, the Committee
may at any time prior to or after a Change of Control accelerate the
exercisability of any Stock Options, Stock Appreciation Rights and Performance
Share Awards to the extent it shall in its sole discretion determine.

         (d) "Change of Control" shall mean the occurrence of any one of the
following events:

              (i)  persons who, as of the date hereof, constitute the Company's
         Board of Directors (the "Incumbent Directors") cease for any reason,
         including, without limitation, as a result of a tender offer, proxy
         contest, merger or similar transaction, to constitute at least a
         majority of the Board, provided that any person becoming a director of
         the Company subsequent to the date hereof whose election or nomination
         for election was approved by a vote of at least a majority of the
         Incumbent Directors shall, for purposes of this Plan, be considered an
         Incumbent Director; or

                  (ii) the stockholders of the Company shall approve (A) any
         consolidation or merger of the Company or any Subsidiary where the
         stockholders of the Company, immediately prior to the consolidation or
         merger, would not, immediately after the consolidation or merger,
         beneficially own (as such term is defined in Rule 13d-3 under



                                       13
<PAGE>

         the Act), directly or indirectly, shares representing in the aggregate
         50% of the voting stock of the corporation issuing cash or securities
         in the consolidation or merger (or of its ultimate parent corporation,
         if any), (B) any sale, lease, exchange or other transfer (in one
         transaction or a series of transactions contemplated or arranged by
         any party as a single plan) of all or substantially all of the assets
         of the Company or (C) any plan or proposal for the liquidation or
         dissolution of the Company.

SECTION 15. GENERAL PROVISIONS.

         (a) No Distribution, Compliance with Legal Requirements. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. No shares of Stock shall be issued
pursuant to an Award until all applicable securities laws and other legal and
stock exchange requirements have been satisfied. The Committee may require the
placing of such stop-orders and restrictive legends on certificates for Stock
and Awards as it deems appropriate.

         (b) Delivery of Stock Certificates. Delivery of Stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases. Neither the adoption of the Plan nor the grant of any
Award to any employee shall confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 16. EFFECTIVE DATE OF PLAN.

         The Plan shall become effective upon approval by a majority of votes
cast by the holders of the shares of the Common Stock and Class B Common Stock
of the Company, voting together as a single class, at a meeting of stockholders
at which a quorum is present. Subject to such approval by the stockholders, and
to the requirement that no Stock may be issued hereunder prior to such approval,
Stock Options and other Awards may be granted hereunder on and after adoption of
the Plan by the Board.

SECTION 17. GOVERNING LAW.

         This Plan shall be governed by Massachusetts law except to the extent
such law is preempted by federal law.



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