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                                                                Exhibit 10.11


                           PACKARD BIOSCIENCE COMPANY
                            2000 STOCK INCENTIVE PLAN


SECTION 1.        PURPOSE; DEFINITIONS

         The purpose of the Plan is to give the Company a competitive
advantage in attracting, retaining and motivating officers, employees and/or
consultants and to provide the Company and its Subsidiaries and Affiliates
with a stock plan providing incentives directly linked to the profitability
of the Company's businesses and increases in the Company's shareholder value.

         For purposes of the Plan, the following terms are defined as set
forth below:

         (a) "AFFILIATE" shall mean, as to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person; PROVIDED, that when used with respect
to the Company, the term "Affiliate" shall also include any Person designated
as such by the Committee from time to time. As used in this Plan, the term
"control" (including, with correlative meanings, the terms "controlled by"
and "under common control with"), as applied to any Person, means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership
of voting securities or other ownership interest, by contract or otherwise.

         (b) "AWARD" means a Stock Appreciation Right, Stock Option,
Restricted Stock, Performance Unit, or other stock-based award.

         (c) "AWARD AGREEMENT" means a written agreement setting forth the
terms and conditions of an Award.

         (d) "AWARD CYCLE" shall mean a period of consecutive fiscal years or
portions thereof designated by the Committee over which Performance Units are
to be earned.

         (e) "BOARD" means the Board of Directors of the Company.

         (f) "BUSINESS COMBINATION" has the meaning set forth in Section
10(b)(iii).

         (g) "CAUSE" means, unless otherwise provided by the Committee, (1)
"Cause" as defined in any Individual Agreement to which the Participant is a
party, or (2) if there is no such Individual Agreement, or if it does not
define Cause, any of the following on the part of the Participant: an
intentional failure to perform assigned duties; willful misconduct in the
course of the Participant's employment; breach of a fiduciary duty involving
personal profit of the Participant, a member of the Participant's family or
any other Person the Participant intended to benefit; or acts or omissions of
personal dishonesty, any of which results in material loss to the Company or
any of its Subsidiaries or Affiliates. The Committee shall, unless otherwise
provided in an Individual Agreement with the Participant, have the sole
discretion to determine whether "Cause" exists, and its determination shall
be final.

         (h) "CHANGE IN CONTROL" has the meaning set forth in Section 10(b).

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         (i) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         (j) "COMMISSION" means the Securities and Exchange Commission or any
successor agency.

         (k) "COMMITTEE" means the Committee referred to in Section 2.

         (l) "COMMON STOCK" means common stock, par value $0.002 per share,
of the Company.

         (m) "COMPANY" means Packard BioScience Company, a Delaware
corporation.

         (n) "COVERED EMPLOYEE" means a Participant designated prior to or at
the time of the grant of Restricted Stock or Performance Units by the
Committee as an individual who is or may be a "covered employee" within the
meaning of Section 162(m)(3) of the Code in the year in which Restricted
Stock or Performance Units are expected to be taxable to such Participant.

         (o) "DISABILITY" means, unless otherwise determined by the
Committee, Disability as defined in the Company's Group Long-Term Disability
contract with Metropolitan Life, or any successor contract or insurer, or if
not so defined or otherwise defined in an Individual Agreement, shall mean
the permanent and total inability of a Participant by reason of mental or
physical infirmity, or both, to perform the work customarily assigned to him
or her, if a medical doctor selected or approved by the Board, and
knowledgeable in the field of such infirmity, advises the Committee either
that it is not possible to determine when such Disability will terminate or
that it appears probable that such Disability will be permanent during the
remainder of said Participant's lifetime.

         (p) "ELIGIBLE INDIVIDUALS" means officers, employees and consultants
of the Company or any of its Subsidiaries or Affiliates, and prospective
employees and consultants, who have accepted offers of employment or
consultancy from the Company or its Subsidiaries or Affiliates, and who are
or will be responsible for or contribute to the management, growth or
profitability of the business of the Company, or its Subsidiaries or
Affiliates.

         (q) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         (r) "FAIR MARKET VALUE" of the Common Stock means, as of any given
date, the closing price of the Common Stock on the composite transaction tape
of the New York Stock Exchange as of the closing of regular-hours trading on
the immediately preceding date or, if there are no reported sales on such
immediately preceding date, on the last day prior to such date on which there
were sales of the Common Stock on the New York Stock Exchange or, if the
Common Stock is not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on The Nasdaq Stock Market.
If there is no regular public trading market for such Common Stock, the Fair
Market Value of the Common Stock shall be determined by the Committee in good
faith.

         (s) "FREESTANDING STOCK APPRECIATION RIGHT" has the meaning set
forth in Section 6(a).

         (t) "INCUMBENT BOARD" has the meaning set forth in Section 10(b)(ii).


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         (u) "INCENTIVE STOCK OPTION" means any Stock Option designated as,
and qualified as, an "incentive stock option" within the meaning of Section
422 of the Code.

         (v) "INDIVIDUAL AGREEMENT" means an employment, consulting or
similar agreement between a Participant and the Company or one of its
Subsidiaries or Affiliates.

         (w) "NONQUALIFIED STOCK OPTION" means any Stock Option that is not
an Incentive Stock Option.

         (x) "OUTSTANDING COMPANY COMMON STOCK" has the meaning set forth in
Section 10(b)(i).

         (y) "OUTSTANDING COMPANY VOTING POWER" has the meaning set forth in
Section 10(b)(i).

         (z) "QUALIFIED PERFORMANCE-BASED AWARD" means an Award of Restricted
Stock or Performance Units designated as such by the Committee at the time of
grant, based upon a determination that (i) the recipient is a Covered
Employee and (ii) the Committee wishes such Award to qualify for the Section
162(m) Exemption.

         (aa) "PARTICIPANT" means an Eligible Individual to whom an Award has
been granted under the Plan.

         (bb) "PERFORMANCE GOALS" means the performance goals established by
the Committee in connection with the grant of Restricted Stock or Performance
Units. In the case of Qualified Performance-Based Awards, (i) such goals
shall be based on the attainment of specified levels of one or more of the
following measures: return on equity, return on assets, operating income,
earnings per share, net income and/or achievement of pre-determined,
objectively defined strategic performance goals, and (ii) such Performance
Goals shall be set by the Committee within the time period prescribed by
Section 162(m) of the Code and related regulations. Performance Goals may be
stated in the alternative or in combination.

         (cc) "PERFORMANCE UNITS" means an Award granted under Section 8.

         (dd) "PERFORMANCE UNITS AGREEMENT" means a written agreement setting
forth the terms and conditions of an award of Performance Units.

         (ee) "PERSON" has the meaning set forth in Section 10(b)(i).

         (ff) "PLAN" means the Packard BioScience Company 2000 Stock
Incentive Plan, as set forth herein and as hereinafter amended from time to
time.

         (gg) "RESTRICTED STOCK" means an Award granted under Section 7.

         (hh) "RESTRICTED STOCK AGREEMENT" means a written agreement setting
forth the terms and conditions of an award of Restricted Stock.

         (ii) "RESTRICTION PERIOD" has the meaning set forth in Section
7(c)(ii).


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         (jj) "RETIREMENT" means retirement from the employ of the Company or
its Subsidiaries or Affiliates at the normal or early retirement date as set
forth in any tax-qualified retirement/pension plan of the Company.

         (kk) "RULE 16B-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

         (ll) "SECTION 162(M) EXEMPTION" means the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code that is set
forth in Section 162(m)(4)(C) of the Code.

         (mm) "STOCK APPRECIATION RIGHT" means an Award granted under Section
6.

         (nn) "STOCK OPTION" means an Award granted under Section 5.

         (oo) "STONINGTON" shall mean Stonington Capital Appreciation 1994
Fund, L.P.

         (pp) "STONINGTON AFFILIATES" shall have the meaning set forth in
Section 10(b).

         (qq) "SUBSIDIARY" means any corporation, partnership, joint venture
or other entity during any period in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company or any successor to
the Company.

         (rr) "TANDEM STOCK APPRECIATION RIGHT" has the meaning set forth in
Section 6(a).

         (ss) "TERMINATION OF EMPLOYMENT" means the termination of the
Participant's employment with, or performance of services for, the Company
and any of its Subsidiaries or Affiliates. A Participant employed by, or
performing services for, a Subsidiary or an Affiliate of the Company shall
also be deemed to incur a Termination of Employment if the Subsidiary or
Affiliate ceases to be such a Subsidiary or an Affiliate, as the case may be,
and the Participant does not immediately thereafter become an employee of, or
service-provider for, the Company or an entity that continues to be a
Subsidiary or Affiliate of the Company. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among the
Company and its Subsidiaries and Affiliates shall not be considered
Terminations of Employment. For purposes of the Plan, a Participant's
employment shall be deemed to have terminated at the close of business on the
day preceding the first date on which he or she is no longer for any reason
whatsoever employed by the Company or any of its Subsidiaries or Affiliates.

SECTION 2.        ADMINISTRATION

         The Plan shall be administered by the Compensation Committee of the
Board or such other committee of the Board as the Board may from time to time
designate (the "Committee"), which shall be composed of not less than two
directors, and shall be appointed by and serve at the pleasure of the Board.


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         The Committee shall have plenary authority to grant Awards pursuant
to the terms of the Plan to Eligible Individuals.

         Among other things, the Committee shall have the authority, subject
to the terms of the Plan:

         (a) To select the Eligible Individuals to whom Awards may from time
to time be granted;

         (b) To determine whether and to what extent Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Units and other stock-based awards or any combination thereof are
to be granted hereunder;

         (c) To determine the number of shares of Common Stock to be covered
by each Award granted hereunder;

         (d) To determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the option price (subject to
Section 5(a)), any vesting condition, restriction or limitation (which may be
related to the performance of the Participant, the Company or any Subsidiary
or Affiliate of the Company) and any vesting acceleration or forfeiture
waiver regarding any Award and the shares of Common Stock relating thereto,
based on such factors as the Committee shall determine;

         (e) To modify, amend or adjust the terms and conditions of any
Award, at any time or from time to time, including but not limited to
Performance Goals; PROVIDED, HOWEVER, that the Committee may not (i) reduce
the exercise price or cancel and regrant a Stock Option theretofore granted,
except as provided in the last paragraph of Section 3, or (ii) adjust upwards
the amount payable with respect to a Qualified Performance-Based Award or
waive or alter the Performance Goals associated therewith;

         (f) To determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to an Award shall be deferred;
and

         (g) To determine under what circumstances an Award may be settled in
cash or Common Stock under Sections 5(i), 6(b) and 8(b)(iv).

         The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall from time to time deem advisable, to interpret the terms and provisions
of the Plan and any Award issued under the Plan (and any agreement relating
thereto) and to otherwise supervise the administration of the Plan.

         The Committee may act only by a majority of its members then in
office, except that the Committee may, except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, allocate all or
any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers
to any person or persons selected by it; PROVIDED, that no such delegation
may be made that would cause Awards or other transactions under the Plan to
cease to be exempt from Section 16(b) of the Exchange Act or cause an Award
designated as a Qualified Performance-Based Award not to


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qualify for, or to cease to qualify for, the Section 162(m) Exemption. Any
such allocation or delegation may be revoked by the Committee at any time.

         Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award
shall be made in the sole discretion of the Committee or such delegate at the
time of the grant of the Award or, unless in contravention of any express
term of the Plan, at any time thereafter. All decisions made by the Committee
or any appropriately delegated officer pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
Participants.

         Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority
would cause any Award or transaction to become subject to (or lose an
exemption under) Section 16(b) of the Exchange Act or cause an Award
designated as a Qualified Performance-Based Award not to qualify for, or to
cease to qualify for, the Section 162(m) Exemption. To the extent that any
permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

SECTION 3.        COMMON STOCK SUBJECT TO PLAN

         The maximum number of shares of Common Stock that may be delivered
to Participants and their beneficiaries under the Plan shall be 15.0% of the
Outstanding Company Common Stock, plus 5.0% of the Outstanding Company Common
Stock for each calendar year during the term of this Plan. The maximum number
of shares of Common Stock that may be issued under Incentive Stock Options is
6,300,000. No Participant may be granted Stock Options and Freestanding Stock
Appreciation Rights covering in excess of 200,000 shares of Common Stock in
any calendar year. No Participant may be granted more than 200,000 shares of
Restricted Stock or Performance Units covering in excess of 200,000 shares of
Common Stock under this Plan. Shares subject to an Award under the Plan may
be authorized and unissued shares or may be treasury shares.

         If all or a portion of any Award is forfeited or repurchased by the
Company for cash, or if any Stock Option (and related Stock Appreciation
Right, if any) terminates, expires or lapses without being exercised, or is
repurchased by the Company for cash, or if any Stock Appreciation Right is
exercised for cash or is repurchased by the Company for cash, the shares of
Common Stock subject to such Award or portion of an Award shall again be
available for distribution in connection with Awards under the Plan.

         In the event of any change in corporate capitalization, such as a
stock split or an extraordinary corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of
stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Company, the Committee or
Board may make such substitution or adjustments to reflect such change or
transaction in (i) the limitations set forth in the first paragraph of this
Section 3, to the extent such adjustments do not cause any Qualified
Performance-Based Award to fail to qualify for the Section 162(m) Exemption;
(ii) the number, kind and option or base price of shares subject to
outstanding Stock Options and Stock Appreciation Rights; (iii) the number and
kind of shares subject to Restricted Stock and other


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outstanding Awards granted under the Plan; and/or (iv) such other equitable
manner, in each case, as it may determine to be appropriate in its sole
discretion; PROVIDED, HOWEVER, that the number of shares subject to any Award
shall always be a whole number. The adjusted option price of an Option with a
Tandem Stock Appreciation Right shall also be used to determine the amount
payable by the Company upon the exercise of such Tandem Stock Appreciation
Right.

SECTION 4.        ELIGIBILITY

         Awards may be granted under the Plan to Eligible Individuals. No
grant shall be made under this Plan to a director who is not an officer or a
salaried employee of the Company or its Subsidiaries or Affiliates.

SECTION 5.        STOCK OPTIONS

         Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types: Incentive Stock Options and
Nonqualified Stock Options. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.

         The Committee shall have the authority to grant any optionee
Incentive Stock Options, Nonqualified Stock Options or both types of Stock
Options (in each case with or without Stock Appreciation Rights); PROVIDED,
HOWEVER, that grants hereunder are subject to the aggregate limit on grants
to individual Participants set forth in Section 3. Incentive Stock Options
may be granted only to employees of the Company and its subsidiaries (within
the meaning of Section 424(f) of the Code). To the extent that any Stock
Option is not designated as an Incentive Stock Option or even if so
designated does not qualify as an Incentive Stock Option on or subsequent to
its grant date, it shall constitute a Nonqualified Stock Option.

         Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its
face whether it is intended to be an agreement for an Incentive Stock Option
or a Nonqualified Stock Option. The grant of a Stock Option shall occur on
the date the Committee by resolution selects an Eligible Individual to
receive a grant of a Stock Option, determines the number of shares of Common
Stock to be subject to such Stock Option to be granted to such Eligible
Individual and specifies the terms and provisions of the Stock Option. The
Company shall notify an Eligible Individual of any grant of a Stock Option,
and a written option agreement or agreements shall be duly executed and
delivered by the Company to the Participant. Such agreement or agreements
shall become effective upon execution by the Company and the Participant.

         Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions as the Committee shall deem desirable:

         (a) OPTION PRICE. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee and set
forth in the option agreement, and shall not be less than the Fair Market
Value of the Common Stock subject to the Stock Option on the date of grant
unless otherwise determined by the Committee at the time of grant.


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         (b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than 10 years after
the date the Stock Option is granted.

         (c) EXERCISABILITY. Except as otherwise provided herein or as
determined by the Committee at the time of grant, each Stock Option shall be
exercisable in four equal annual installments, beginning on the first
anniversary of the date of grant. The Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such factors
as the Committee may determine. In addition, the Committee may at any time
accelerate the exercisability of any Stock Option.

         (d) METHOD OF EXERCISE. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying
the number of shares of Common Stock subject to the Stock Option to be
purchased.

         Such notice shall be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Company may
accept. If approved by the Committee, payment, in full or in part, may also
be made in the form of unrestricted Common Stock (by delivery of such shares
or by attestation) already owned by the optionee of the same class as the
Common Stock subject to the Stock Option (based on the Fair Market Value of
the Common Stock on the date the Stock Option is exercised); PROVIDED,
HOWEVER, that, in the case of an Incentive Stock Option, the right to make a
payment in the form of already owned shares of Common Stock of the same class
as the Common Stock subject to the Stock Option may be authorized only at the
time the Stock Option is granted; and PROVIDED, FURTHER, that such already
owned shares have been held by the optionee for at least six months at the
time of exercise or had been purchased on the open market.

         If approved by the Committee, payment in full or in part may also be
made by delivering a properly executed exercise notice to the Company,
together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to pay
the purchase price, and, if requested, reduced by the amount of any federal,
state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms.

         In addition, if approved by the Committee, payment in full or in
part may also be made by instructing the Committee to withhold a number of
such shares having a Fair Market Value on the date of exercise equal to the
aggregate exercise price of such Stock Option.

         No shares of Common Stock shall be issued until full payment
therefor has been made. Except as otherwise provided in Section 5(i), an
optionee shall have all of the rights of a shareholder of the Company holding
the Common Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in
Section 13(a).

         (e) NONTRANSFERABILITY OF STOCK OPTIONS. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of descent
and distribution or (ii) in the case of a


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Nonqualified Stock Option, as otherwise expressly permitted by the Committee
including, if so permitted, pursuant to a transfer to such optionee's
immediate family, whether directly or indirectly or by means of a trust or
partnership or otherwise. For purposes of the Plan, unless otherwise
determined by the Committee, "immediate family" shall mean, except as
otherwise defined by the Committee, any child, sibling, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
sister-in-law or brother-in-law, including adoptive relationships, of the
optionee. All Stock Options shall be exercisable, subject to the terms of the
Plan, only by the optionee, the guardian or legal representative of the
optionee, or any person to whom such option is transferred pursuant to this
paragraph, it being understood that the terms "holder" and "optionee" include
such guardian, legal representative and other transferee.

         (f) TERMINATION BY DEATH. Unless otherwise determined by the
Committee or as set forth in an Award Agreement, if an optionee incurs a
Termination of Employment by reason of death, any Stock Option held by such
optionee may thereafter be exercised, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, for a period of one
year (or such other period as the Committee may specify in the option
agreement) from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is shorter.

         (g) TERMINATION BY REASON OF DISABILITY OR RETIREMENT. Unless
otherwise determined by the Committee or as set forth in an Award Agreement,
if an optionee incurs a Termination of Employment by reason of Disability or
Retirement, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Committee may determine, for
a period of one year (or such other period as the Committee may specify in
the option agreement) from the date of such Termination of Employment or
until the expiration of the stated term of such Stock Option, whichever
period is shorter; PROVIDED, HOWEVER, that if the optionee dies within such
period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to
the extent to which it was exercisable at the time of death for a period of
12 months from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is shorter. If an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply
for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.

         (h) OTHER TERMINATION. Unless otherwise determined by the Committee
or as set forth in an Award Agreement: (A) if an optionee incurs a
Termination of Employment for Cause, all Stock Options held by such optionee
shall thereupon terminate; and (B) if an optionee incurs a Termination of
Employment for any reason other than death, Disability, Retirement or for
Cause, any Stock Option held by such optionee, to the extent it was then
exercisable at the time of termination, or on such accelerated basis as the
Committee may determine, may be exercised for the lesser of three months from
the date of such Termination of Employment or the balance of such Stock
Option's term; PROVIDED, HOWEVER, that if the optionee dies within such
three-month period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death
for a period of 12 months from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is shorter.
Notwithstanding any other


                                     -9-

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provision of this Plan to the contrary, in the event an optionee incurs a
Termination of Employment other than for Cause during the 24-month period
following a Change in Control, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent it was exercisable at
the time of termination, including on such accelerated basis as provided in
Section 10(a), for (x) the longest of (i) one year from such date of
termination, (ii) the period provided in Section 10(a)(i), if applicable, or
(iii) such other period as may be provided in the Plan for such Termination
of Employment or as the Committee may provide in the option agreement, or (y)
until expiration of the stated term of such Stock Option, whichever period is
shorter. If an Incentive Stock Option is exercised after the expiration of
the post-termination exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a Nonqualified
Stock Option.

         (i) CASHING OUT OF STOCK OPTION. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of
the shares of Common Stock for which a Stock Option is being exercised by
paying the optionee an amount, in cash or Common Stock, equal to the excess
of the Fair Market Value of the Common Stock over the option price times the
number of shares of Common Stock for which the Option is being exercised on
the effective date of such cash-out.

         (j) DEFERRAL OF OPTION SHARES. The Committee may from time to time
establish procedures pursuant to which an optionee may elect to defer, until
a time or times later than the exercise of an Option, receipt of all or a
portion of the shares of Common Stock subject to such Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all
on such terms and conditions as the Committee shall determine. If any such
deferrals are permitted, then notwithstanding Section 5(d) above, an optionee
who elects such deferral shall not have any rights as a stockholder with
respect to such deferred shares unless and until shares are actually
delivered to the optionee with respect thereto, except to the extent
otherwise determined by the Committee.

SECTION 6.        STOCK APPRECIATION RIGHTS

         (a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted
without relationship to a Stock Option (each, a "Freestanding Stock
Appreciation Right") or in conjunction with all or part of any Stock Option
granted under the Plan (each, a "Tandem Stock Appreciation Right"). In the
case of a Nonqualified Stock Option, Tandem Stock Appreciation Rights may be
granted either at or after the time of grant of such Stock Option. In the
case of an Incentive Stock Option, Tandem Stock Appreciation Rights may be
granted only at the time of grant of such Stock Option. A Tandem Stock
Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

         (b) TERMS OF FREESTANDING STOCK APPRECIATION RIGHTS. Freestanding
Stock Appreciation Rights shall be subject to such terms and conditions as
shall be determined by the Committee, including the following:

         (i)      a Freestanding Stock Appreciation Right shall be exercisable
                  as determined by the Committee, but in no event after ten
                  years from the date of grant;


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<PAGE>

         (ii)     the base price of a Freestanding Stock Appreciation Right
                  shall be the Fair Market Value of a share of Common Stock on
                  the date of grant. A Freestanding Stock Appreciation Right
                  shall entitle the holder, upon exercise of such right, to an
                  amount in cash, shares of Common Stock or both (as determined
                  by the Committee), with a value equal to the product of (A)
                  the excess of the Fair Market Value of a share of Common Stock
                  on the date of exercise of the Stock Appreciation Right over
                  the base price of the Stock Appreciation Right and (B) the
                  number of shares of Common Stock as to which such Stock
                  Appreciation Right shall have been exercised with the
                  Committee having the right to determine the form of payment;

         (iii)    a Freestanding Stock Appreciation Right shall be exercised by
                  giving written notice of exercise to the Company or its
                  designated agent specifying the number of shares of Common
                  Stock as to which such Stock Appreciation Right is being
                  exercised; and

         (iv)     a Freestanding Stock Option shall not be transferable other
                  than by will or laws of descent and distribution.

         (c) TERMS OF TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined by the Committee, including the following:

         (i)      Tandem Stock Appreciation Rights shall be exercisable only at
                  such time or times and to the extent that the Stock Options to
                  which they relate are exercisable in accordance with the
                  provisions of Section 5 and this Section 6;

         (ii)     upon the exercise of a Tandem Stock Appreciation Right, an
                  optionee shall be entitled to receive an amount in cash,
                  shares of Common Stock or both, in value equal to the excess
                  of the Fair Market Value of one share of Common Stock over the
                  option price per share specified in the related Stock Option
                  multiplied by the number of shares in respect of which the
                  Stock Appreciation Right shall have been exercised, with the
                  Committee having the right to determine the form of payment;

         (iii)    a Tandem Stock Appreciation Right may be exercised by an
                  optionee in accordance with this Section 6(c) by surrendering
                  the applicable portion of the related Stock Option in
                  accordance with procedures established by the Committee, and
                  upon such exercise and surrender, the optionee shall be
                  entitled to receive an amount determined in the manner
                  prescribed in this Section 6(c); and Stock Options which have
                  been so surrendered shall no longer be exercisable to the
                  extent the related Tandem Stock Appreciation Rights have been
                  exercised;

         (iv)     upon the exercise of a Tandem Stock Appreciation Right, the
                  Stock Option or part thereof to which such Tandem Stock
                  Appreciation Right is related shall be deemed to have been
                  exercised for the purpose of the limitation set forth in
                  Section 3 on the number of shares of Common Stock to be issued
                  under the Plan,


                                      -11-

<PAGE>

                  but only to the extent that the number of shares covered by
                  the Tandem Stock Appreciation Right at the time of exercise
                  is based on the value of the Tandem Stock Appreciation Right
                  at such time; and

         (v)      Tandem Stock Appreciation Rights shall be transferable only to
                  permitted transferees of the underlying Stock Option in
                  accordance with Section 5(e).

SECTION 7.        RESTRICTED STOCK

         (a) ADMINISTRATION. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee
shall determine the Eligible Individuals to whom and the time or times at
which grants of Restricted Stock will be awarded, the number of shares to be
awarded to any Eligible Individual, the conditions for vesting, the time or
times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards, in addition to those contained in Section
7(c).

         (b) AWARDS AND CERTIFICATES. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such Participant and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such
Award, substantially in the following form:

                  The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Packard BioScience
                  Company 2000 Stock Incentive Plan and a Restricted Stock
                  Agreement. Copies of such Plan and Agreement are on file at
                  the offices of Packard BioScience Company, 800 Research
                  Parkway, Meriden, CT 06450.

The Committee may require that the certificates evidencing such shares be
held in custody by the Company until the restrictions thereon shall have
lapsed and that, as a condition of any Award of Restricted Stock, the
Participant shall have delivered a stock power, endorsed in blank, relating
to the Common Stock covered by such Award.

         (c) TERMS AND CONDITIONS. Shares of Restricted Stock shall be
subject to the following terms and conditions.

         (i)      The Committee may, prior to or at the time of grant, designate
                  an Award of Restricted Stock as a Qualified Performance-Based
                  Award, in which event it shall condition the grant or vesting,
                  as applicable, of such Restricted Stock upon the attainment of
                  Performance Goals. If the Committee does not designate an
                  Award of Restricted Stock as a Qualified Performance-Based
                  Award, it may also condition the grant or vesting thereof upon
                  the attainment of Performance Goals. Regardless of whether an
                  Award of Restricted Stock is a Qualified Performance-Based
                  Award, the Committee may also condition the grant or vesting
                  thereof upon the continued service of the Participant. The
                  conditions for grant or vesting and the other provisions of
                  Restricted Stock Awards (including without limitation


                                     -12-

<PAGE>

                  any applicable Performance Goals) need not be the same with
                  respect to each recipient. The Committee may at any time, in
                  its sole discretion, accelerate or waive, in whole or in part,
                  any of the foregoing restrictions; PROVIDED, HOWEVER, that
                  (except as otherwise provided in Section 7(c)(iv) or
                  10(a)(ii)) in the case of Restricted Stock that is a Qualified
                  Performance-Based Award, the applicable Performance Goals have
                  been satisfied.

         (ii)     Subject to the provisions of the Plan and the Restricted Stock
                  Agreement referred to in Section 7(c)(vi), during the period,
                  if any, set by the Committee, commencing with the date of such
                  Award for which such Participant's continued service is
                  required (the "Restriction Period"), and until the later of
                  (i) the expiration of the Restriction Period and (ii) the date
                  the applicable Performance Goals (if any) are satisfied, the
                  Participant shall not be permitted to sell, assign, transfer,
                  pledge or otherwise encumber shares of Restricted Stock.

         (iii)    Except as provided in this paragraph (iii) and Sections
                  7(c)(i) and 7(c)(ii) and in the Restricted Stock Agreement and
                  except as otherwise determined by the Committee, the
                  Participant shall have, with respect to the shares of
                  Restricted Stock, all of the rights of a stockholder of the
                  Company holding the class or series of Common Stock that is
                  the subject of the Restricted Stock, including, if applicable,
                  the right to vote the shares and the right to receive any cash
                  dividends. If so determined by the Committee in the applicable
                  Restricted Stock Agreement and subject to Section 13(e) of the
                  Plan, (A) cash dividends or distributions of property other
                  than Common Stock with respect to the class or series of
                  Common Stock that is the subject of the Restricted Stock Award
                  shall be automatically deferred and reinvested in additional
                  Restricted Stock, held subject to the vesting of the
                  underlying Restricted Stock, or held subject to meeting
                  Performance Goals applicable only to dividends, and (B)
                  dividends payable in Common Stock shall be paid in the form of
                  Restricted Stock of the same class as the Common Stock with
                  which such dividend was paid, held subject to the vesting of
                  the underlying Restricted Stock, or held subject to meeting
                  Performance Goals applicable only to dividends.

         (iv)     Except to the extent otherwise provided in the applicable
                  Restricted Stock Agreement or Section 7(c)(i), 7(c)(ii),
                  7(c)(v) or 10(a)(ii), upon a Participant's Termination of
                  Employment for any reason during the Restriction Period or
                  before the applicable Performance Goals are satisfied, all
                  shares still subject to restriction shall be forfeited by the
                  Participant; PROVIDED, HOWEVER, that the Committee shall have
                  the discretion to waive, in whole or in part, any or all
                  remaining restrictions (other than, in the case of Restricted
                  Stock which is a Qualified Performance-Based Award,
                  satisfaction of the applicable Performance Goals unless the
                  Participant's employment is terminated by reason of death or
                  Disability) with respect to any or all of such Participant's
                  shares of Restricted Stock.

         (v)      If and when any applicable Performance Goals are satisfied and
                  the Restriction Period expires without a prior forfeiture of
                  the Restricted Stock, unlegended


                                    -13-

<PAGE>

                  certificates for such shares shall be delivered to the
                  Participant upon surrender of the legended certificates.

         (vi)     Each Award shall be confirmed by, and be subject to, the terms
                  of a Restricted Stock Agreement.

SECTION 8.        PERFORMANCE UNITS

         (a) ADMINISTRATION. Performance Units may be awarded either alone or
in addition to other Awards granted under the Plan. The Committee shall
determine the Eligible Individuals to whom and the time or times at which
Performance Units shall be awarded, the number of Performance Units to be
awarded to any Eligible Individual, the duration of the Award Cycle and any
other terms and conditions of the Award, in addition to those contained in
Section 8(b).

         (b) TERMS AND CONDITIONS. Performance Units Awards shall be subject
to the following terms and conditions.

         (i)      The Committee may, prior to or at the time of the grant,
                  designate Performance Units as Qualified Performance-Based
                  Awards, in which event it shall condition the settlement
                  thereof upon the attainment of Performance Goals, except as
                  otherwise provided in Section 8(b)(ii) or 10(a)(iii). If the
                  Committee does not designate Performance Units as Qualified
                  Performance-Based Awards, it may also condition the settlement
                  thereof upon the attainment of Performance Goals. Regardless
                  of whether Performance Units are Qualified Performance-Based
                  Awards, the Committee may also condition the settlement
                  thereof upon the continued service of the Participant. The
                  provisions of such Awards (including without limitation any
                  applicable Performance Goals) need not be the same with
                  respect to each recipient. Subject to the provisions of the
                  Plan and the Performance Units Agreement referred to in
                  Section 8(b)(v), Performance Units may not be sold, assigned,
                  transferred, pledged or otherwise encumbered during the Award
                  Cycle.

         (ii)     Except to the extent otherwise provided in the applicable
                  Performance Unit Agreement or Section 8(b)(iii) or 10(a)(iii),
                  upon a Participant's Termination of Employment for any reason
                  during the Award Cycle or before any applicable Performance
                  Goals are satisfied, all rights to receive cash or stock in
                  settlement of the Performance Units shall be forfeited by the
                  Participant; PROVIDED, HOWEVER, that the Committee shall have
                  the discretion to waive, in whole or in part, any or all
                  remaining payment limitations (other than, in the case of
                  Performance Units that are Qualified Performance-Based Awards,
                  satisfaction of the applicable Performance Goals unless the
                  Participant's employment is terminated by reason of death or
                  Disability) with respect to any or all of such Participant's
                  Performance Units.

         (iii)    A Participant may elect to further defer receipt of cash or
                  shares in settlement of Performance Units for a specified
                  period or until a specified event, subject in each case to the
                  Committee's approval and to such terms as are determined by
                  the


                                     -14-

<PAGE>

                  Committee. Subject to any exceptions adopted by the Committee,
                  such election must generally be made prior to commencement of
                  the Award Cycle for the Performance Units in question.

         (iv)     At the expiration of the Award Cycle, the Committee shall
                  evaluate and certify the Company's performance in light of any
                  Performance Goals for such Award, and shall determine the
                  number of Performance Units granted to the Participant which
                  have been earned, and the Committee shall then cause to be
                  delivered (A) a number of shares of Common Stock equal to the
                  number of Performance Units determined by the Committee to
                  have been earned, or (B) cash equal to the Fair Market Value
                  of such number of shares of Common Stock to the Participant,
                  as the Committee shall elect (subject to any deferral pursuant
                  to Section 8(b)(iii)).

         (v)      Each Award shall be confirmed by, and be subject to, the terms
                  of a Performance Unit Agreement.

SECTION 9.        OTHER STOCK-BASED AWARDS

         Other Awards of Common Stock and other Awards that are valued in whole
or in part by reference to, or are otherwise based upon, Common Stock, including
(without limitation) dividend equivalents and convertible debentures, may be
granted either alone or in conjunction with other Awards granted under the Plan.
In the event that an Award is granted under this Section 9 to a Participant who
is an officer, the Award shall be granted in lieu of additional cash
compensation to the officer for services.

SECTION 10.       CHANGE IN CONTROL PROVISIONS

         (a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to
the contrary, except as otherwise provided in the applicable Award Agreement, in
the event of a Change in Control:

         (i)      any Stock Options and Stock Appreciation Rights outstanding as
                  of the date such Change in Control is determined to have
                  occurred, and which are not then exercisable and vested, shall
                  become fully exercisable and vested to the full extent of the
                  original grant and shall remain exercisable for the term
                  provided for in the original grant;

         (ii)     the restrictions and deferral limitations applicable to any
                  Restricted Stock shall lapse, and such Restricted Stock shall
                  become free of all restrictions and become fully vested and
                  transferable to the full extent of the original grant;

         (iii)    all Performance Units shall be considered to be earned and
                  payable in full, and any deferral or other restriction shall
                  lapse and such Performance Units shall be settled in cash as
                  promptly as is practicable; PROVIDED, that, if such cash
                  settlement would make a Change in Control transaction
                  ineligible for pooling-of-interests accounting under APB No.
                  16 (that but for the nature of such payment would otherwise be
                  eligible for such accounting treatment), the Committee shall
                  have the


                                      -15-

<PAGE>

                  ability to substitute Common Stock with a Fair Market Value
                  (as of the effective date of the Change in Control) equal to
                  the cash that would otherwise be payable hereunder for such
                  cash settlement or, if necessary to preserve such accounting
                  treatment, otherwise modify or eliminate such right; and

         (iv)     the Committee may also make additional adjustments and/or
                  settlements of outstanding Awards as it deems appropriate and
                  consistent with the Plan's purposes and shall, with respect to
                  any right granted under this Plan that would make a Change in
                  Control transaction ineligible for pooling-of-interests
                  accounting under APB No. 16 (that but for the nature of such
                  grant would otherwise be eligible for such accounting
                  treatment), equitably adjust such Award or, if necessary to
                  preserve such accounting treatment, otherwise modify or
                  eliminate such right (as determined by the Committee in its
                  sole discretion).

         (b) DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:

         (i)      the acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
                  (a "Person") of beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) of both (A) 30%
                  or more of either (1) the then outstanding shares of common
                  stock of the Company (the "Outstanding Company Common Stock")
                  or (2) the combined voting power of the then outstanding
                  voting securities of the Company entitled to vote generally in
                  the election of directors (the "Outstanding Company Voting
                  Power") and (B) more than both the Outstanding Company Common
                  Stock and the Outstanding Company Voting Power owned or
                  controlled directly or indirectly by Stonington and/or its
                  Affiliates (collectively, the "Stonington Affiliates");
                  PROVIDED, HOWEVER, that for purposes of this subsection (i),
                  the following acquisitions shall not constitute a Change in
                  Control: (1) any acquisition directly from the Company, (2)
                  any acquisition by the Company, (3) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company or (4) any acquisition by any corporation pursuant to
                  a transaction which complies with clauses (1), (2) and (3) of
                  subsection (iii) of this Section 10(b); or

         (ii)     individuals who, as of the effective date of the Plan,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason not to constitute at least a majority of the Board;
                  PROVIDED, HOWEVER, that any individual becoming a director
                  subsequent to the effective date of the Plan whose election,
                  or nomination for election by the Company's stockholders, was
                  approved by the Stonington Affiliates at a time when such
                  entities controlled at least a majority of the Outstanding
                  Company Voting Power or by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or


                                      -16-

<PAGE>

                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of a Person other than the Board; or

         (iii)    consummation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Company (a "Business Combination"), in each
                  case, unless, following such Business Combination: (1) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and Outstanding Company Voting Power immediately
                  prior to such Business Combination beneficially own, directly
                  or indirectly, more than 50% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such Business
                  Combination (including, without limitation, a corporation
                  which as a result of such transaction owns the Company or all
                  or substantially all of the Company's assets either directly
                  or through one or more subsidiaries), (2) in the event that
                  the Stonington Affiliates do not own or control at least 50%
                  of the Outstanding Company Voting Power upon the consummation
                  of the Business Combination, no Person (excluding any employee
                  benefit plan (or related trust) of the Company or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation (and such amount exceeds the
                  amount owned or controlled by the Stonington Affiliates)
                  except to the extent that such person had such ownership of
                  the Outstanding Company Common Stock or Outstanding Company
                  Voting Power immediately prior to the Business Combination and
                  (3) at least a majority of the members of the board of
                  directors of the corporation resulting from such Business
                  Combination were members of the Incumbent Board at the time of
                  the execution of the initial agreement, or of the action of
                  the Board, providing for such Business Combination; or

         (iv)     approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

SECTION 11.       TERM, AMENDMENT AND TERMINATION

         The Plan will terminate on the tenth anniversary of the effective
date of the Plan. Awards outstanding under the Plan as of such date shall not
be affected or impaired by the termination of the Plan.

         The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of an optionee under a Stock Option or a recipient of a Stock
Appreciation Right, Restricted Stock Award, Performance Unit Award or other
stock-based Award theretofore granted without the optionee's or recipient's
consent, except such an amendment made to comply with applicable law, stock
exchange rules or accounting rules. In addition, no such amendment shall be
made without the approval of the


                                     -17-

<PAGE>

Company's stockholders to the extent such approval is required by applicable
law or stock exchange rules; PROVIDED, HOWEVER, that stockholder approval
shall be required for any amendment which (i) increases the maximum number of
shares for which Stock Options may be granted under the Plan (except as
provided in Section 3 hereof), (ii) extends the period during which Stock
Options may be granted or exercised beyond the times originally prescribed,
(iii) changes the persons eligible to participate in the Plan, or (iv)
materially increases the benefits accruing to Participants under the Plan.

         Subject to the repricing restrictions in Section 2(e)(i), the
Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall be
permitted that would cause an Award that is, or is intended to be, a
Qualified Performance-Based Award to fail or cease to qualify for the Section
162(m) Exemption, nor shall any such amendment impair the rights of any
holder without the holder's consent except such an amendment made to cause
the Plan or Award to comply with applicable law, stock exchange rules or
accounting rules.

         Subject to the above provisions, the Board shall have the authority
to amend the Plan to take into account changes in law and in tax and
accounting rules as well as other developments, and to grant Awards which
qualify for beneficial treatment under such rules without stockholder
approval.

SECTION 12.       UNFUNDED STATUS OF PLAN

         It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Common Stock or make payments; PROVIDED, HOWEVER,
that unless the Committee otherwise determines, the existence of such trusts
or other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 13.       GENERAL PROVISIONS

         (a) The Committee may require each person purchasing or receiving
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 the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior
to fulfillment of all of the following conditions:

                  (1)      listing or approval for listing upon notice of
                           issuance of such shares on the New York Stock
                           Exchange, Inc., or such other securities exchange as
                           may at the time be the principal market for the
                           Common Stock;

                  (2)      any registration or other qualification of such
                           shares of the Company under any state or federal law
                           or regulation, or the maintaining in effect of any
                           such registration or other qualification which the
                           Committee shall, in


                                     -18-

<PAGE>

                           its absolute discretion upon the advice of counsel,
                           deem necessary or advisable; and

                  (3)      obtaining any other consent, approval, or permit from
                           any state or federal governmental agency which the
                           Committee shall, in its absolute discretion after
                           receiving the advice of counsel, determine to be
                           necessary or advisable.

         (b) Nothing contained in the Plan shall prevent the Company or any
of its Subsidiaries or Affiliates from adopting other or additional
compensation arrangements for its employees.

         (c) The Plan shall not constitute a contract of employment, and
adoption of the Plan shall not confer upon any employee any right to
continued employment, nor shall it interfere in any way with the right of the
Company or any of its Subsidiaries or Affiliates to terminate the employment
of any employee at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay
to the Company, or make arrangements satisfactory to the Company regarding
the payment of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount. Unless otherwise
determined by the Committee, withholding obligations may be settled with
Common Stock, including Common Stock that is part of the Award that gives
rise to the withholding requirement. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements, and the Company
and its Affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Participant. The
Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations
with Common Stock. Any withholding in the form of Common Stock shall be
limited to the minimum required under applicable law.

         (e) Reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment shall only be permissible if sufficient shares
of Common Stock are available under Section 3 for such reinvestment (taking
into account then outstanding Stock Options and other Awards).

         (f) The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any amounts
payable in the event of the Participant's death are to be paid or by whom any
rights of the Participant, after the Participant's death, may be exercised.

         (g) In the case of a grant of an Award to any employee of a
Subsidiary of the Company, the Company may, if the Committee so directs,
issue or transfer the shares of Common Stock, if any, covered by the Award to
the Subsidiary, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Subsidiary will transfer the
shares of Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of the Plan. All
shares of Common Stock underlying Awards that are forfeited or canceled shall
revert to the Company.


                                      -19-

<PAGE>

         (h) The Plan and all Awards made and actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware, without reference to principles of conflict of laws.

         (i) Except as otherwise provided in Section 5(e) or 6(c)(v) or by
the Committee, Awards under the Plan are not transferable except by will or
by the laws of descent and distribution.

         (j) In the event an Award is granted to an Eligible Individual who
is employed or providing services outside the United States and who is not
compensated from a payroll maintained in the United States, the Committee
may, in its sole discretion, modify the provisions of the Plan as they
pertain to such individual to comply with applicable foreign law.

         (k) Notwithstanding any other provision of the Plan, the Committee
may make such rules and regulations and such amendments to the Plan, for
purposes of allowing eligible employees to participant in the plan subject to
the laws of any jurisdiction outside the United States, as it determines to
be necessary to comply with such laws or to take account of the tax or other
consequences thereof; PROVIDED, that such rules, regulations and amendments
shall be subject to the limitations set forth in this Section 13 and Sections
3, 4 and 11.

SECTION 14.       EFFECTIVE DATE OF PLAN

         The Plan shall be effective as of the date it is adopted by the
Board, subject to the approval of the Company's stockholders.


                                     -20-