<PAGE>
                                                                   EXHIBIT 10.15

                                                    AS ADOPTED FEBRUARY 16, 2000

                             EMS TECHNOLOGIES, INC.
                            2000 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
ARTICLE I DEFINITIONS..................................................     1
         (a)  "Award"..................................................     1
         (b)  "Board"..................................................     1
         (c)  "Code"...................................................     1
         (d)  "Committee"..............................................     1
         (e)  "Company"                                                     1
         (f)  "Director"...............................................     2
         (g)  "Disinterested Person"...................................     2
         (h)  "Employee"...............................................     2
         (i)  "Employer"...............................................     2
         (j)  "Fair Market Value"                                           3
         (k)  "Grantee"                                                     3
         (l)  "ISO"....................................................     3
         (m)  "1934 Act"...............................................     3
         (n)  "Officer"................................................     3
         (o)  "Option".................................................     3
         (p)  "Option Agreement".......................................     4
         (q)  "Optionee"...............................................     4
         (r)  "Option Price"                                                4
         (s)  "Parent".................................................     4
         (t)  "Plan"...................................................     4
         (u)  "Purchasable" ...........................................     4
         (v)  "Qualified Domestic Relations Order".....................     4
         (w)  "Reload Option"..........................................     4
         (x)  "Restricted Stock".......................................     5
         (y)  "Restriction Agreement"..................................     5
         (z)  "Stock"..................................................     5
         (aa) "Subsidiary".............................................     5

 ARTICLE II THE PLAN...................................................     5
         Section 2.1  Name.............................................     5
         Section 2.2  Purpose..........................................     5
         Section 2.3  Effective Date...................................     5
         Section 2.4  Termination Date                                      5
</TABLE>

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                           TABLE OF CONTENTS (CONT'D)

<TABLE>
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<S>                                                                        <C>
ARTICLE III ELIGIBILITY................................................      6

ARTICLE IV  ADMINISTRATION.............................................      6
         Section 4.1  Duties and Powers of the Committee...............      6
         Section 4.2  Interpretation; Rules............................      6
         Section 4.3  No Liability.....................................      7
         Section 4.4  Majority Rule....................................      7
         Section 4.5  Company Assistance...............................      7

ARTICLE V  SHARES OF STOCK SUBJECT TO PLAN.............................      7
         Section 5.1  Limitations                                            7
         Section 5.2  Antidilution.....................................      8

ARTICLE VI OPTIONS                                                           9
         Section 6.1  Types of Options Granted.........................      9
         Section 6.2  Option Grant and Agreement.......................     10
         Section 6.3  Optionee Limitations.............................     10
         Section 6.4  $100,000 Limitation..............................     11
         Section 6.5  Option Price.....................................     11
         Section 6.6  Exercise Period..................................     11
         Section 6.7  Option Exercise..................................     12
         Section 6.8  Nontransferability of Option.....................     13
         Section 6.9  Termination of Employment........................     14
         Section 6.10 Employment Rights................................     14
         Section 6.11 Certain Successor Options........................     14
         Section 6.12 Conditions to Issuing Option Stock...............     15

ARTICLE VII RESTRICTED STOCK...........................................     16
         Section 7.1  Awards of Restricted Stock                            16
         Section 7.2  Non-Transferability..............................     16
         Section 7.3  Lapse of Restrictions                                 17
         Section 7.4  Termination of Employment........................     17
         Section 7.5  Treatment of Dividends...........................     17
         Section 7.6  Delivery of Shares...............................     17
         Section 7.7  Payment of Withholding Taxes.....................     18

ARTICLE VIII TERMINATION, AMENDMENT AND MODIFICATION OF PLAN ..........     18

ARTICLE IX  MISCELLANEOUS..............................................     19
         Section 9.1  Replacement or Amended Grants....................     19
         Section 9.2  Forfeiture for Competition.......................     19
         Section 9.3  Plan Binding on Successors.......................     19
         Section 9.4  Headings Not a Part of Plan......................     19
</TABLE>

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                             EMS TECHNOLOGIES, INC.
                            2000 STOCK INCENTIVE PLAN

                                    ARTICLE I
                                   DEFINITIONS

            As used herein, the following terms have the meanings hereinafter
set forth unless the context clearly indicates to the contrary:

            (a) "Award" shall mean a grant of Restricted Stock.

            (b) "Board" shall mean the Board of Directors of the Company.

            (c) "Code" shall mean the United States Internal Revenue Code of
      1986, as amended, including effective date and transition rules (whether
      or not codified). Any reference herein to a specific section or sections
      of the Code shall be deemed to include a reference to any corresponding
      provision of future law.

            (d) "Committee" shall mean a committee of at least two Directors
      appointed from time to time by the Board, having the duties and authority
      set forth herein in addition to any other authority granted by the Board;
      provided, however, that with respect to any Options or Awards granted to
      an individual who is also an Officer or Director, the Committee shall
      consist of at least two Non-Employee Directors (who need not be members of
      the Committee with respect to Options or Awards granted to any other
      individuals), and all authority and discretion shall be exercised by such
      Non-Employee Directors, and references herein to the "Committee" shall
      mean such Non-Employee Directors insofar as any actions or determinations
      of the Committee shall relate to or affect Options or Awards made to or
      held by any Officer or Director.

            (e) "Company" shall mean EMS Technologies, Inc., a Georgia
      corporation.

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<PAGE>

            (f) "Director" shall mean a member of the Board.

            (g) "Employee" shall mean any employee of the Company or any
      Subsidiary of the Company.

            (h) "Employer" shall mean the corporation that employs a Grantee.

            (i) "Fair Market Value" of the shares of Stock on any date shall
      mean

                  (i) the closing sales price, regular way, or in the absence
                  thereof the mean of the last reported bid and asked
                  quotations, on such date on the exchange having the greatest
                  volume of trading in the shares during the thirty-day period
                  preceding such date (or if such exchange was not open for
                  trading on such date, the next preceding date on which it was
                  open); or

                  (ii) if there is no price as specified in (i), the final
                  reported sales price, or if not reported in the following
                  manner, the mean of the closing high bid and low asked prices,
                  in the over-the-counter market for the shares as reported by
                  the National Association of Securities Dealers Automatic
                  Quotation System or, if not so reported, then as reported by
                  the National Quotation Bureau Incorporated, or if such
                  organization is not in existence, by an organization providing
                  similar services, on such date (or if such date is not a date
                  for which such system or organization generally provides
                  reports, then on the next preceding date for which it does
                  so); or

                  (iii) if there also is no price as specified in (ii), the
                  price determined by the Committee by reference to
                  bid-and-asked quotations for the shares provided by members of
                  an association of brokers and dealers registered pursuant to
                  subsection 15(b) of the 1934 Act, which members make a market
                  in the shares, for such recent dates as the Committee shall
                  determine to be appropriate

                                      -2-

<PAGE>

                  for fairly determining current market value; or

                  (iv) if there also is no price as specified in (iii), the
                  amount determined in good faith by the Committee based on such
                  relevant facts, which may include opinions of independent
                  experts, as may be available to the Committee.

            (j) "Grantee" shall mean an Employee, former employee or other
      person who is an Optionee or who has received an Award of Restricted
      Stock.

            (k) "ISO" shall mean an Option that complies with and is subject to
      the terms, limitations and conditions of Code section 422 and any
      regulations promulgated with respect thereto.

            (l) "1934 Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time.

            (m) "Non-Employee Director" shall have the meaning set forth for
      such term or corresponding concept in Rule 16b-3 under the 1934 Act, as
      the same may be in effect from time to time, or in any successor rule
      thereto, and shall be determined for all purposes under the Plan according
      to interpretative or "no-action" positions with respect thereto issued by
      the Securities and Exchange Commission or its staff; provided, however,
      that to the extent it is determined and intended that Options qualify as
      "performance-based compensation" within the meaning of section 162(m) of
      the Code, a person shall be a "Non-Employee Director" only if he or she is
      also an "outside director" within the meaning of such section 162(m).

            (n) "Officer" shall mean a person who constitutes an officer of the
      Company for the purposes of Section 16 of the 1934 Act, as determined by
      reference to such Section 16 and to the rules, regulations, judicial
      decisions, and interpretative or "no-action" positions with respect
      thereto of the Securities and Exchange Commission or its staff, as the
      same may be in effect or set forth from time to time.

            (o) "Option" shall mean a contractual right to purchase Stock
      granted pursuant to the provisions of Article VI hereof.

                                      -3-

<PAGE>

            (p) "Option Agreement" shall mean an agreement between the Company
      and an Optionee setting forth the terms of an Option.

            (q) "Optionee" shall mean a person to whom an Option has been
      granted hereunder.

            (r) "Option Price" shall mean the price at which an Optionee may
      purchase a share of Stock pursuant to an Option.

            (s) "Parent," when used with respect to any subject corporation,
      shall mean any other corporation that owns stock possessing 50% or more of
      the total combined voting power of all classes of stock of the subject
      corporation or that owns such stock of another corporation in an unbroken
      chain of corporations having such ownership of the stock of another
      corporation and ending with the subject corporation.

            (t) "Plan" shall mean the 2000 Stock Incentive Plan of the Company.

            (u) "Purchasable," when used to describe Stock, shall refer to Stock
      that may be purchased by an Optionee under the terms of this Plan on or
      after a certain date specified in the applicable Option Agreement.

            (v) "Qualified Domestic Relations Order" shall have the meaning set
      forth in the Code or in the Employee Retirement Income Security Act of
      1974, as amended, or the rules and regulations promulgated under the Code
      or such Act.

            (w) "Reload Option" shall mean an Option that is granted, without
      further action of the Committee, (i) to an Optionee who surrenders or
      authorizes the withholding of shares of Stock in payment of amounts
      specified in paragraphs 6.7(c) or 6.7(d) hereof, (ii) for the same number
      of shares as is so paid, (iii) as of the date of such payment and at an
      Option Price equal to the Fair Market Value of the Stock on such date, and
      (iv) otherwise on the same terms and conditions as the Option whose
      exercise has occasioned such payment, subject to such contingencies,
      conditions or other terms as the Committee shall specify at the time such
      exercised Option is granted.

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            (x) "Restricted Stock" shall mean Stock issued, subject to
      restrictions, to an Employee pursuant to Article VII hereof.

            (y) "Restriction Agreement" shall mean the agreement setting forth
      the terms of an Award, and executed by a Grantee as provided in Section
      7.1 hereof.

            (z) "Stock" shall mean the $.10 par value common stock of the
      Company or, in the event that the outstanding shares of such stock are
      hereafter changed into or exchanged for shares of a different class of
      stock or securities of the Company or some other corporation, such other
      stock or securities.

            (aa) "Subsidiary," when used with respect to any subject
      corporation, shall mean any other corporation as to which the subject
      corporation is a Parent.

                                   ARTICLE II
                                    THE PLAN

      2.1 NAME. This plan shall be known as the "EMS Technologies, Inc. 2000
Stock Incentive Plan."

      2.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Company, its shareholders, and any Subsidiary of the Company, by offering
certain Employees an opportunity to acquire or increase their proprietary
interests in the Company. Options and Awards will promote the growth and
profitability of the Company and any Subsidiary of the Company, because Grantees
will be provided with an additional incentive to achieve the Company's
objectives through participation in its success and growth.

      2.3 EFFECTIVE DATE. The Plan shall become effective on January 28, 2000.

      2.4 TERMINATION DATE. No further Options or Awards shall be granted
hereunder on or after January 28, 2010, but all Options or Awards granted prior
to that time shall remain in effect in accordance with their terms.

                                      -5-

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                                   ARTICLE III
                                   ELIGIBILITY

      The persons eligible to participate in this Plan shall consist only of
those Employees whose participation the Committee determines is in the best
interests of the Company. However, no ISO's may be granted, and no Options or
Awards may be granted to any Director or Officer, prior to approval of this Plan
by the Company's shareholders.

                                   ARTICLE IV
                                 ADMINISTRATION

      4.1 DUTIES AND POWERS OF THE COMMITTEE. The Plan shall be administered by
the Committee. The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee shall have the power to act by unanimous written consent in lieu of a
meeting, and shall have the right to meet telephonically. In administering the
Plan, the Committee's actions and determinations shall be binding on all
interested parties. The Committee shall have the power to grant Options or
Awards in accordance with the provisions of the Plan. Subject to the provisions
of the Plan, the Committee shall have the discretion and authority to determine
those individuals to whom Options or Awards will be granted and whether such
Options shall be accompanied by the right to receive Reload Options, the number
of shares of Stock subject to each Option or Award, such other matters as are
specified herein, and any other terms and conditions of an Option Agreement or
Restriction Agreement. To the extent not inconsistent with the provisions of the
Plan, the Committee shall have the authority to amend or modify an outstanding
Option Agreement or Restriction Agreement, or to waive any provision thereof,
provided that the Grantee consents to such action.

      4.2 INTERPRETATION; RULES. Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable in the administration of the
Plan, including, without limitation, the amending or altering of any Options or
Awards granted hereunder as may be required to comply

                                      -6-

<PAGE>

with or to conform to any federal, state or local laws or regulations.

      4.3 NO LIABILITY. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

      4.4 MAJORITY RULE. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

      4.5 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1 LIMITATIONS. Shares subject to an Option or issued as an Award may be
either authorized and unissued shares or shares issued and later acquired by the
Company. Subject to any antidilution adjustment pursuant to the provisions of
Section 5.2 hereof, the maximum number of shares of Stock that may be issued
hereunder shall be 500,000 (of which a maximum of 80,000 shares may be issued as
Restricted Stock). Shares (i) covered by any unexercised portion of an Option
that has terminated for any reason; (ii) covered by any forfeited portion of an
Award (except any portion as to which the Grantee has received, and not
forfeited, dividends or other benefits of ownership other than voting rights);
(iii) withheld in payment of the Option Price or withholding taxes; or (iv)
issued hereunder but equal to the number of shares surrendered in payment of the
Option Price or withholding taxes or purchased by the Company for an aggregate
price not exceeding the aggregate cash received from Grantees in payment of
Option Prices or withholding

                                      -7-

<PAGE>

taxes, may each again be optioned or awarded under the Plan, and such shares
shall not be considered as having been optioned or issued in computing the
number of shares of Stock remaining available for option or award hereunder.

      5.2 ANTIDILUTION.

            (a) In the event that the outstanding shares of Stock are changed
      into or exchanged for a different number or kind of shares or other
      securities of the Company by reason of merger, consolidation,
      reorganization, recapitalization, reclassification, combination or
      exchange of shares, stock split or stock dividend, or in the event that
      any spin-off, spin-out or other distribution of assets materially affects
      the price of the Company's stock:

                  (i) The aggregate number and kind of shares of Stock for which
            Options or Awards may be granted hereunder shall be adjusted
            proportionately by the Committee; and

                  (ii) The rights of Optionees (concerning the number of shares
            subject to Options and the Option Price) under outstanding Options
            and the rights of the holders of Awards (concerning the terms and
            conditions of the lapse of any then-remaining restrictions), shall
            be adjusted proportionately by the Committee.

            (b) If the Company shall be a party to any reorganization in which
      it does not survive, involving merger, consolidation, or acquisition of
      the stock or substantially all the assets of the Company, the Committee,
      in its discretion, may:

                  (i) notwithstanding other provisions hereof, declare that all
            Options granted under the Plan shall become exercisable immediately
            notwithstanding the provisions of the respective Option Agreements
            regarding exercisability, that all such Options shall terminate a
            specified period of time after the Committee gives written notice of
            the immediate right to exercise all such Options and of the decision
            to terminate all Options not exercised within such period, and that
            all then-

                                      -8-

<PAGE>

            remaining restrictions pertaining to Awards under the Plan shall
            immediately lapse; or

                  (ii) notify all Grantees that all Options or Awards granted
            under the Plan shall be assumed by the successor corporation or
            substituted on an equitable basis with options or restricted stock
            issued by such successor corporation.

            (c) If the Company is to be liquidated or dissolved in connection
      with a reorganization described in paragraph 5.2(b), the provisions of
      such paragraph shall apply. In all other instances, the adoption of a plan
      of dissolution or liquidation of the Company shall, notwithstanding other
      provisions hereof, cause all then-remaining restrictions pertaining to
      Awards under the Plan to lapse, and shall cause every Option outstanding
      under the Plan to terminate to the extent not exercised prior to the
      adoption of the plan of dissolution or liquidation by the shareholders,
      provided that, notwithstanding other provisions hereof, the Committee may
      declare all Options granted under the Plan to be exercisable at any time
      on or before the fifth business day following such adoption
      notwithstanding the provisions of the respective Option Agreements
      regarding exercisability.

            (d) The adjustments described in paragraphs (a) through (c) of this
      Section 5.2, and the manner of their application, shall be determined
      solely by the Committee, and any such adjustment may provide for the
      elimination of fractional share interests. The adjustments required under
      this Article V shall apply to any successors of the Company and shall be
      made regardless of the number or type of successive events requiring such
      adjustments.

                                   ARTICLE VI
                                     OPTIONS

      6.1 TYPES OF OPTIONS GRANTED. Within the limitations provided herein,
Options may be granted to one Employee at one or several times or to different
Employees at the same time or at different times, in either case under different
terms and conditions, as long as the terms and conditions of each Option are

                                      -9-

<PAGE>

consistent with the provisions of the Plan. Without limitation of the foregoing,
Options may be granted subject to conditions based on the financial performance
of the Company or any other factor the Committee deems relevant.

      6.2 OPTION GRANT AND AGREEMENT. Each Option granted or modified hereunder
shall be evidenced (a) by either minutes of a meeting or a written consent of
the Committee, and (b) by a written Option Agreement executed by the Company and
the Optionee. The terms of the Option, including the Option's duration, time or
times of exercise, exercise price, whether the Option is intended to be an ISO,
whether the Option is transferable under paragraph 6.8(b), and whether the
Option is to be accompanied by the right to receive a Reload Option, shall be
stated in the Option Agreement. Separate Option Agreements shall be used for
Options intended to be ISO's and those not so intended, but any failure to use
such separate Agreements shall not invalidate, or otherwise adversely affect the
Optionee's rights under and interest in, the Options evidenced thereby.

      6.3 OPTIONEE LIMITATIONS. The Committee shall not grant an ISO to any
person who, at the time the ISO would be granted:

            (a) is not an Employee; or

            (b) owns or is considered to own stock possessing more than 10% of
      the total combined voting power of all classes of stock of the Employer,
      or any Parent or Subsidiary of the Employer; provided, however, that this
      limitation shall not apply if at the time an ISO is granted the Option
      Price is at least 110% of the Fair Market Value of the Stock subject to
      such Option and such Option by its terms would not be exercisable after
      the expiration of five years from the date on which the Option is granted.
      For the purpose of this paragraph (b), a person shall be considered to own
      (i) the stock owned, directly or indirectly, by or for his brothers and
      sisters (whether by the whole or half blood), spouse, ancestors and lineal
      descendants, (ii) the stock owned, directly or indirectly, by or for a
      corporation, partnership, estate, or trust in proportion to such person's
      stock interest, partnership interest or beneficial interest therein, and
      (iii) the stock which such person may purchase under any outstanding
      options of the Employer or of any Parent or

                                      -10-
<PAGE>

      Subsidiary of the Employer.

      6.4 CERTAIN LIMITATIONS

            (a) LIMITATION ON NUMBER OF SHARES. No Optionee shall be granted,
      during any calendar year, Options to purchase in excess of 50,000 shares
      of stock.

            (b) $100,000 LIMITATION ON ISO'S. Except as provided below, the
      Committee shall not grant an ISO to, or modify the exercise provisions of
      outstanding ISO's held by, any person who, at the time the ISO is granted
      (or modified), would thereby receive or hold any incentive stock options
      (as described in Code section 422) of the Employer and any Parent or
      Subsidiary of the Employer, such that the aggregate Fair Market Value
      (determined as of the respective dates of grant or modification of each
      option) of the stock with respect to which such incentive stock options
      are exercisable for the first time during any calendar year is in excess
      of $100,000; provided, that the foregoing restriction on modification of
      outstanding ISO's shall not preclude the Committee from modifying an
      outstanding ISO if, as a result of such modification and with the consent
      of the Optionee, such Option no longer constitutes an ISO; and provided
      that, if the $100,000 limitation described in this Section 6.4 is
      exceeded, an Option that otherwise qualifies as an ISO shall be treated as
      an ISO up to the limitation and the excess shall be treated as an Option
      not qualifying as an ISO. The preceding sentence shall be applied by
      taking options intended to be ISO's into account in the order in which
      they were granted.

      6.5 OPTION PRICE. The Option Price under each Option shall be determined
by the Committee. However, the Option Price shall not be less than the Fair
Market Value of the Stock on the date that the Option is granted (or, in the
case of an ISO that is subsequently modified, on the date of such modification).

      6.6 EXERCISE PERIOD. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Option Agreement with
respect to each Option intended to be an ISO shall provide that such Option
shall not be exercisable after a date not more than ten years from the date of
grant (or modification) of the Option. In addition, no Option granted to an

                                      -11-

<PAGE>

Employee who is also an Officer or Director shall be exercisable prior to the
expiration of six months from the date such Option is granted, other than in the
case of the death or disability of such Employee.

      6.7 OPTION EXERCISE.

            (a) Unless otherwise provided in the Option Agreement, an Option may
      be exercised at any time or from time to time during the term of the
      Option as to any or all whole shares that have become Purchasable under
      the provisions of the Option, but not at any time as to less than 100
      shares unless the remaining shares that have become so Purchasable are
      less than 100 shares. The Committee shall have the authority to prescribe
      in any Option Agreement that the Option may be exercised only in
      accordance with a schedule that specifies when all or any portion of an
      Option becomes first exercisable or ceases to be exercisable.

            (b) An Option shall be exercised by (i) delivery to the Treasurer of
      the Company at its principal office of written notice of exercise with
      respect to a specified number of shares of Stock, and (ii) payment to the
      Company at that office of the full amount of the Option Price for such
      number of shares.

            (c) The Option Price shall be paid in full upon the exercise of the
      Option. The Committee may provide in an Option Agreement that, in lieu of
      cash, all or any portion of the Option Price may be paid by (i) tendering
      to the Company shares of Stock duly endorsed for transfer and owned by the
      Optionee, or (ii) delivering to the Company an attestation of the
      Optionee's then-current ownership of a number of shares equal to the
      number thereby authorized to be withheld by the Company from the shares
      otherwise deliverable upon exercise of the Option, in each case to be
      credited against the Option Price at the Fair Market Value of such shares
      on the date of exercise (however, no fractional shares may be so
      transferred, and the Company shall not be obligated to make any cash
      payments in consideration of any excess of the aggregate Fair Market Value
      of shares transferred over the aggregate Option Price).

            (d) In addition to and at the time of payment of the

                                      -12-

<PAGE>

      Option Price, the Optionee shall pay to the Company in cash the full
      amount of any federal, state and local income, employment or other taxes
      required to be withheld from the income of such Optionee as a result of
      such exercise. However, in the discretion of the Committee any Option
      Agreement may provide that all or any portion of such tax obligations,
      together with additional taxes not exceeding the actual additional taxes
      to be owed by the Optionee as a result of such exercise, may, upon the
      irrevocable election of the Optionee, be paid by (i) tendering to the
      Company whole shares of Stock duly endorsed for transfer and owned by the
      Optionee, (ii) delivering to the Company an attestation of the Optionee's
      then-current ownership of a number of shares equal to the number thereby
      authorized to be withheld by the Company from the shares otherwise
      deliverable upon exercise of the Option, or (iii) authorizing the Company
      to withhold shares of Stock otherwise issuable upon exercise of the
      Option, in any such case in that number of shares having a Fair Market
      Value on the date of exercise equal to the amount of such taxes thereby
      being paid, but subject to such restrictions as the Committee may from
      time to time determine, including any such restrictions as may be
      necessary or appropriate to satisfy the conditions of the exemption set
      forth in Rule 16b-3 under the 1934 Act.

            (e) The holder of an Option shall not have any of the rights of a
      shareholder with respect to the shares of Stock subject to the Option
      until such shares have been issued upon exercise of the Option.

      6.8 NONTRANSFERABILITY OF OPTION.

            (a) Except as provided in paragraph 6.8(b), no Option or any rights
      therein shall be transferable by an Optionee other than by will or the
      laws of descent and distribution, or (except for an ISO) pursuant to a
      Qualified Domestic Relations Order. During the lifetime of an Optionee, an
      Option granted to that Optionee shall be exercisable only by such
      Optionee, by such Optionee's guardian or other legal representative,
      should one be appointed, or by such Optionee's transferee permitted under
      paragraph 6.8(b).

            (b) The Committee may, in its discretion, provide that

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<PAGE>

      all or any portion of an Option (other than an ISO) may be transferred by
      the Optionee to (i) the spouse, children or grandchildren of the Optionee
      ("Immediate Family Members"), (ii) a trust or trusts for the exclusive
      benefit of such Immediate Family Members, or (iii) a partnership in which
      the Optionee and or such Immediate Family Members are the only partners.
      Following transfer, any such Option shall continue to be subject to the
      same terms and conditions as were applicable immediately prior to
      transfer, including those terms and conditions governing transfer and the
      effect on such Option of the termination of employment of the Optionee.
      The Company shall have no obligation to any transferee to provide notice
      of any termination of an Option as a result of termination of the
      Optionee's employment. The Committee may specify as a condition of any
      such transfer the manner in which the Optionee shall remain responsible
      for the payment of taxes required to be withheld as a result of the
      exercise of such transferred Option.

      6.9 TERMINATION OF EMPLOYMENT. The Committee shall have the power to
specify, with respect to the Options granted to any particular Optionee, the
effect upon such Optionee's right to exercise an Option of the termination of
such Optionee's employment under various circumstances, which effect may include
(but is not limited to) immediate or deferred termination of such Optionee's
rights under an Option, or acceleration of the date at which an Option may be
exercised in full. With respect to an ISO, such effects shall be consistent with
applicable requirements for treatment as an ISO.

      6.10 EMPLOYMENT RIGHTS. Options granted under the Plan shall not be
affected by any change of employment so long as the Optionee continues to be an
Employee. Nothing in the Plan or in any Option Agreement shall confer on any
person any right to continue in the employ of the Company or any Subsidiary of
the Company, or shall interfere in any way with the right of the Company or any
such Subsidiary to terminate such person's employment at any time.

      6.11 CERTAIN SUCCESSOR OPTIONS. To the extent not inconsistent with the
terms, limitations and conditions of Code section 422, and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by

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the Company (or by any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).

      6.12 CONDITIONS TO ISSUING OPTION STOCK. The Company shall not be required
to issue or deliver any Stock upon the full or partial exercise of any Option
prior to fulfillment of all of the following conditions:

            (a) The admission of such shares to listing on all stock exchanges
      on which the Stock is then listed;

            (b) The completion of any registration or other qualification of
      such shares that the Company shall determine to be necessary or advisable
      under any federal or state law or under the rulings or regulations of the
      Securities and Exchange Commission or any other governmental regulatory
      body, or the Company's determination that an exemption is available from
      such registration or qualification;

            (c) The obtaining of any approval or other clearance from any
      federal or state governmental agency that the Company shall determine to
      be necessary or advisable; and

            (d) The lapse of such reasonable period of time following exercise
      as shall be appropriate for reasons of administrative convenience.

      Unless the shares of Stock covered by the Plan shall be the subject of an
effective registration statement under the Securities Act of 1933, as amended,
stock certificates issued and delivered to Optionees shall bear such restrictive
legends as the Company shall deem necessary or advisable pursuant to applicable
federal and state securities laws.

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<PAGE>

                                   ARTICLE VII
                                RESTRICTED STOCK

      7.1 AWARDS OF RESTRICTED STOCK. The Committee may grant Awards of
Restricted Stock upon determination by the Committee, acting pursuant to the
delegation hereby of the Board's authority to make such determinations, that the
value or other benefit to the Company of the services of a Grantee theretofore
performed or to be performed as a condition of the lapse of restrictions
applicable to such Restricted Stock, or the benefit to the Company of the
incentives created by the issuance thereof, is adequate consideration for the
issuance of such shares. Each such Award shall be governed by a Restriction
Agreement between the Company and the Grantee. Each Restriction Agreement shall
contain such restrictions, terms and conditions as the Committee shall, in its
discretion, determine, and may require that an appropriate legend be placed on
the certificates evidencing the subject Restricted Stock.

      Shares of Restricted Stock granted pursuant to an Award hereunder shall be
issued in the name of the Grantee as soon as reasonably practicable after the
Award is granted, provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank stock powers and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such shares. If a
Grantee shall fail to execute the foregoing documents, within any time period
prescribed by the Committee, the Award shall be null and void. At the discretion
of the Committee, shares of Restricted Stock issued in connection with an Award
shall be held by the Company or deposited together with the stock powers with an
escrow agent designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Restriction Agreement, upon issuance of such
shares, the Grantee shall have all of the rights of a shareholder with respect
to such shares, including the right to vote the shares and to receive all
dividends or other distributions paid or made with respect to them.

      7.2 NON-TRANSFERABILITY. Until any restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed in a manner set forth in Section 7.3,
such shares of Restricted Stock shall not be transferable other than by will or
the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.

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<PAGE>

      7.3 LAPSE OF RESTRICTIONS. Restrictions upon Restricted Stock awarded
hereunder shall lapse at such time or times (but, with respect to any award to
an Employee who is also a Director or Officer, not less than six months after
the date of the Award) and on such terms and conditions as the Committee shall,
in its discretion, determine at the time the Award is granted or thereafter.

      7.4 TERMINATION OF EMPLOYMENT. The Committee shall have the power to
specify, with respect to each Award granted to any particular Employee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include (but is not limited to) immediate or deferred forfeiture of
such Restricted Stock or acceleration of the date at which any then-remaining
restrictions shall lapse.

      7.5 TREATMENT OF DIVIDENDS. At the time an Award of Restricted Stock is
made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion thereof, declared or paid on
such Restricted Stock shall be (i) deferred until the lapsing of the relevant
restrictions, and (ii) held by the Company for the account of the Grantee until
such time. In the event of such deferral, there shall be credited at the end of
each year (or portion thereof) interest on the amount of the account at the
beginning of the year at a rate per annum determined by the Committee. Payment
of deferred dividends, together with interest thereon, shall be made upon the
lapsing of restrictions imposed on such Restricted Stock, and any dividends
deferred (together with any interest thereon) in respect of Restricted Stock
shall be forfeited upon any forfeiture of such Restricted Stock.

      7.6 DELIVERY OF SHARES. Within a reasonable period of time following the
lapse of the restrictions on shares of Restricted Stock, the Committee shall
cause a stock certificate or certificates to be delivered to the Grantee with
respect to such shares. Such shares shall be free of all restrictions hereunder,
except that if the shares of stock covered by the Plan shall not be the subject
of an effective registration statement under the Securities Act of 1933, as
amended, such stock certificates shall bear such restrictive legends as the
Company shall deem necessary

                                      -17-

<PAGE>

or advisable pursuant to applicable federal and state securities laws.

      7.7 PAYMENT OF WITHHOLDING TAXES.

            (a) The Restriction Agreement may authorize the Company to withhold
      from compensation otherwise due to the Grantee the full amount of any
      federal, state and local income, employment or other taxes required to be
      withheld from the income of such Grantee as a result of the lapse of the
      restrictions on shares of Restricted Stock, or otherwise as a result of
      the recognition of taxable income with respect to an Award. At the time of
      and as a condition to the delivery of a stock certificate or certificates
      pursuant to Section 7.6, the Grantee shall pay to the Company in cash any
      balance owed with respect to such withholding requirements.

            (b) In the discretion of the Committee, any Restriction Agreement
      may provide that all or any portion of the tax obligations otherwise
      payable in the manner set forth in paragraph 7.7(a), together with
      additional taxes not exceeding the actual additional taxes to be owed by
      the Grantee with respect to the Award, may, upon the irrevocable election
      of the Grantee, be paid by tendering to the Company whole shares of Stock
      duly endorsed for transfer and owned by the Grantee, or by authorizing the
      Company to withhold and cancel shares of Stock otherwise deliverable
      pursuant to Section 7.6, in either case in that number of shares having a
      Fair Market Value on the date that taxable income is recognized equal to
      the amount of such taxes thereby being paid, in all cases subject to such
      restrictions as the Committee may from time to time determine.

                                  ARTICLE VIII
                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

      The Board may at any time, (i) cause the Committee to cease granting
Options and Awards, (ii) terminate the Plan, or (iii) in any respect amend or
modify the Plan. However, the Board (unless its actions are approved or ratified
by the shareholders of the Company within twelve months of the date the Board
amends the Plan) may not amend the Plan to materially increase the number of
shares of Stock available under the Plan to Directors or Officers.

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<PAGE>

      No termination, amendment or modification of the Plan shall affect
adversely a Grantee's rights under an Option Agreement or Restriction Agreement
without the consent of the Grantee or his or her legal representative.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.1 REPLACEMENT OR AMENDED GRANTS. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards on terms specified by the Committee, which terms may include the grant of
new Options or Awards in substitution for them. However no modification of an
Option or Award shall adversely affect a Grantee's rights under an Option
Agreement or Restriction Agreement without the consent of the Grantee or his or
her legal representative.

      9.2 FORFEITURE FOR COMPETITION. If a Grantee provides services to a
competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an Employee, then that
Grantee's rights under any Options outstanding hereunder shall be forfeited and
terminated, and any shares of Restricted Stock held by such Grantee subject to
remaining restrictions shall be forfeited, subject in each case to a
determination to the contrary by the Committee.

      9.3 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors of the Company.

      9.4 HEADINGS NOT A PART OF PLAN. Headings of Articles and Sections hereof
are inserted for convenience and reference, and do not constitute a part of the
Plan.

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