<PAGE>

                                                                 Exhibit 10.1

                           MANAGEMENT INCENTIVE PLAN


                    CHARLES RIVER LABORATORIES HOLDINGS, INC.
                         1999 MANAGEMENT INCENTIVE PLAN

         SECTION 1. PURPOSE. The purpose of the Charles River Laboratories
Holdings, Inc. 1999 Management Incentive Plan (the "PLAN") is to promote the
interests of Charles River Laboratories Holdings, Inc. (the "COMPANY") and its
stockholders by (i) attracting and retaining exceptional key employees of the
Company, its Subsidiaries and its Affiliates (as defined below) and others;
(ii) motivating such individuals by means of performance-related incentives to
achieve longer-range performance goals; and (iii) enabling such individuals to
participate in the long-term growth and financial success of the Company.

         SECTION 2.  DEFINITIONS.  As used in the Plan, the following terms
shall have the meanings set forth below:

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person; PROVIDED that no stockholder of the Company shall be deemed an
Affiliate of any other stockholder of the Company solely by reason of any
investment in the Company. For purposes of this definition, the term "CONTROL"
(including with correlative meanings, the terms "CONTROLLING", "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), when used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "AWARD AGREEMENT" means any written agreement, contract or other
instrument or document evidencing any Option, which may, but need not, be
executed or acknowledged by a Participant.

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

         "CAUSE" means, with respect to any Participant, "cause" as defined in
such Participant's Employment Agreement or Award Agreement, or if not so
defined:

                   (i) such Participant's failure substantially to perform his
         or her duties (other than as a result of total or partial incapacity
         due to physical or mental illness);

                  (ii) such Participant's conviction of a felony arising from,
         or any act of, fraud, embezzlement or willful dishonesty by such
         Participant in relation to the business or affairs of the Company and
         any Subsidiary or Affiliate thereof, or any other felonious conduct on
         the part of such



<PAGE>


         Participant that is demonstrably detrimental to the best interests of
         the Company or any Subsidiary or Affiliate thereof;

                 (iii) such Participant's being repeatedly under the influence
         of illegal drugs or alcohol while performing his duties; or

                  (iv) any other willful act of such Participant which is
         demonstrably injurious to the financial condition or business
         reputation of the Company or any Subsidiary or Affiliate thereof as
         determined in the reasonable discretion of the Compensation Committee,
         including such Participant's breach of the provisions of any
         noncompetition, nonsolicitation or confidentiality covenant (whether or
         not contained in this Agreement) in favor of the Company or any
         Subsidiary or Affiliate thereof binding upon such Participant.

         "CHANGE OF CONTROL" means:

                  (i) any "person" (as such term is used in Section 3(a)(9) and
         13(d)(3) of the Exchange Act) other than (A) the DLJ Entities and/or
         their respective Permitted Transferees (as defined in the Investors'
         Agreement) or (B) any "group" (within the meaning of such Section
         13(d)(3)) of which any of the DLJ Entities is a part, acquires,
         directly or indirectly, by virtue of the consummation of any purchase,
         merger or other combination, securities of the Company (or its
         successor) representing more than 51% of the combined voting power of
         the Company's (or its successor's) then outstanding voting securities
         with respect to matters submitted to a vote of the stockholders
         generally; or

                 (ii) a sale or transfer by the Company or any of its
         Subsidiaries of substantially all of the stock or consolidated assets
         of the Company and its Subsidiaries to an entity which is not an
         Affiliate of the Company prior to such sale or transfer.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMPENSATION COMMITTEE" means a committee of the Board designated by
the Board to administer the Plan and composed of not less than the minimum
number of persons from time to time required by Rule 16b-3 and Section 162(m),
each of whom, to the extent necessary to comply with Rule 16b-3 and Section
162(m) only, is a "Non-Employee Director" and an "Outside Director" within the
meaning of Rule 16b-3 and Section 162(m), respectively.



<PAGE>


         "DISABILITY" means, with respect to any Participant, "disability" as
defined in such Participant's Employment Agreement or Award Agreement, or if not
so defined:

                  (i) any permanent physical or mental incapacity or disability
         rendering such Participant unable or unfit to perform effectively the
         duties and obligations of his employment or to participate effectively
         and actively in the management of the Company (or, if applicable, any
         Subsidiary or Affiliate thereof); or

                 (ii) any illness, accident, injury, physical or mental
         incapacity or other disability, where such condition has rendered such
         Participant unable or unfit to perform effectively the duties and
         obligations of his or her employment or to participate effectively and
         actively in the management of the Company (or, if applicable, any
         Subsidiary or Affiliate thereof) for a period of at least 6 consecutive
         months or 12 months in any 24-month period (in either case, as
         determined in the good faith judgment of the Compensation Committee).

         "EMPLOYEE" means an employee of the Company or any Subsidiary or
Affiliate thereof.

         "EMPLOYMENT AGREEMENT" means an employment, severance, consulting or
similar agreement between the Company or any Subsidiary or Affiliate thereof and
a Participant.

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

         "FAIR MARKET VALUE" means:

                   (i)   with respect to a Share:

                           (A) as of the consummation of the transactions
                  contemplated by the Recapitalization Agreement dated as of
                  July 25, 1999 by and among CRL Acquisition LLC, the Company,
                  Bausch & Lomb Incorporated, CRL Holdings, Inc., Charles River
                  Laboratories, Inc., Charles River SPAFAS, Inc., Bausch & Lomb
                  International, Inc., Wilmington Partners, L.P., Bausch & Lomb
                  Canada, Inc., and DLJ Merchant Banking Partners II, L.P.,
                  $10.27 per share;

                           (B) if the Shares are traded on an exchange or
                  market, as of any given date or dates, the average reported
                  closing price of such Share on such exchange or market as is
                  the principal trading



<PAGE>


                  market for the Shares for the trading day immediately
                  preceding such date or dates; or

                           (C) if the Shares are not traded on an exchange or
                  market on the applicable date, as determined by the
                  Compensation Committee in good faith taking into account as
                  appropriate recent sales of the Shares, recent valuations of
                  the Shares and such other factors as the Compensation
                  Committee shall in its discretion deem relevant or
                  appropriate.

                  (ii) with respect to an Option, for each Share underlying such
         Option, the Fair Market Value per Share as determined under clause (i)
         less the exercise price per Share.

         "GOOD REASON" means, with respect to any Participant, "good reason" as
defined in such Participant's Award Agreement or Employment Agreement, or if not
so defined:

                   (i) any failure by the Company to comply with any of the
         provisions of this Plan or such Participant's Award Agreement or
         Employment Agreement, other than an isolated, insubstantial and
         inadvertent failure not occurring in bad faith and which is remedied by
         the Company promptly after receipt of notice thereof given by such
         Participant;

                  (ii) the material diminution of such Participant's position
         (including status, offices, titles and reporting relationships), duties
         or responsibilities as in effect during the effectiveness of such
         Participant's Award Agreement, excluding an isolated, insubstantial and
         inadvertent action not taken in bad faith and which is remedied by the
         Company promptly after receipt of notice thereof given by such
         Participant; or

                 (iii) any purported termination by the Company of such
         Participant's employment, other than for Cause.

         "INVESTORS' AGREEMENT" means the Investors' Agreement dated as of
September 29, 1999 among the Company and the several Stockholders (as defined
therein) from time to time parties thereto.

         "OPTION" means a right to purchase Shares from the Company that is
granted under Section 6 of the Plan.

         "PARTICIPANT" means any Employee, non-employee director of the Company
of any Subsidiary or Affiliate thereof or consultant to the Company or




<PAGE>


any Subsidiary or Affiliate thereof selected by the Compensation Committee to
receive an Option under the Plan (and, to the extent applicable, any heirs or
legal representatives thereof).

         "PERMITTED TRANSFEREE" shall have the meaning assigned to it in the
Investors' Agreement.

         "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

         "RULE 16B-3" means Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

         "SEC" means the Securities and Exchange Commission or any successor
thereto.

         "SECTION 162(M)" means Section 162(m) of the Code, or any successor
section thereto as in effect from time to time.

         "SHARES" means (i) shares of common stock, par value $0.01 per share,
of the Company and any stock into which its common stock may thereafter be
converted or changed and/or (ii) such other securities as may be designated by
the Compensation Committee from time to time.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which:

                  (i) if a corporation, a majority of the total voting power of
         shares of stock entitled (without regard to the occurrence of any
         contingency) to vote in the election of directors thereof is at the
         time owned or controlled, directly or indirectly, by that Person or one
         or more of the Subsidiaries of that Person or a combination thereof; or

                 (ii) if a limited liability company, partnership, association
         or other business entity, a majority of the partnership or other
         similar ownership interests thereof is at the time owned or controlled,
         directly or indirectly, by that Person or one or more Subsidiaries of
         that Person or a combination thereof.

         "SUBSTITUTE OPTIONS" means Options granted in assumption of, or in
substitution for, outstanding options previously granted by a company acquired
by the Company or with which the Company combines.



<PAGE>


         SECTION 3.  ADMINISTRATION.

         (a) AUTHORITY OF COMPENSATION COMMITTEE. The Plan shall be
administered by the Compensation Committee. Subject to the terms of the Plan,
applicable law and contractual restrictions (including, to the extent
applicable, any Employment Agreements) affecting the Company, and in addition to
other express powers and authorizations conferred on the Compensation Committee
by the Plan, the Compensation Committee shall have full power and authority to:

                   (i)   designate Participants;

                  (ii) determine the type or types of Options to be granted to a
         Participant;

                 (iii) determine the number of Shares to be covered by, or with
         respect to which payments, rights or other matters are to be calculated
         in connection with, Options;

                  (iv) determine the terms and conditions of any Option and
         Award Agreement;

                   (v) determine whether, to what extent and under what
         circumstances Options may be settled or exercised in cash, Shares,
         other securities, other Options or other property, or canceled,
         forfeited, or suspended and the method or methods by which Options may
         be settled, exercised, canceled, forfeited or suspended;

                  (vi) determine whether, to what extent and under what
         circumstances cash, Shares, other securities, other Options, other
         property and other amounts payable with respect to an Option shall be
         deferred either automatically or at the election of the holder thereof
         or of the Compensation Committee;

                 (vii) determine whether, to what extent and under what
         circumstances cash, Shares, other securities, other Options, other
         property and other amounts issued or payable with respect to an Option
         shall be subject to restrictions on transfer, assignment, pledge or
         other disposition or alienation, and the nature of such restrictions;

                (viii) interpret and administer the Plan and any instrument or
         agreement relating to, or Option made under, the Plan;



<PAGE>


                  (ix) establish, amend, suspend or waive such rules and
         regulations and appoint such agents as it shall deem appropriate for
         the proper administration of the Plan; and

                   (x) make any other determination and take any other action
         that the Compensation Committee deems necessary or desirable for the
         administration of the Plan.

         (b) COMPENSATION COMMITTEE DISCRETION BINDING. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Option shall be within the sole discretion of the Compensation Committee, may be
made at any time and shall be final, conclusive and binding upon all Persons
(including the Company or any Subsidiary or Affiliate thereof, any Participant,
any holder or beneficiary of any Option, any stockholder and any Employee).

         SECTION 4.  SHARES AVAILABLE FOR OPTIONS.

         (a) SHARES AVAILABLE. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Options may be granted under
the Plan shall be 926,000. If, after the effective date of the Plan, any Shares
covered by an Option granted under the Plan (other than a Substitute Option) or
to which such an Option relates are forfeited, or if such an Option is settled
for cash or otherwise terminates or is canceled without the delivery of Shares,
then the Shares covered by such Option, or to which such Option relates, or the
number of Shares otherwise counted against the aggregate number of Shares with
respect to which Options may be granted, to the extent of any such settlement,
forfeiture, termination or cancellation, shall again become Shares with respect
to which Options may be granted. In addition, Shares tendered in satisfaction or
partial satisfaction of the exercise price of any Option or any tax withholding
obligations (other than the exercise price or tax withholding obligation
relating to a Substitute Option), will again become Shares with respect to which
Options may be granted. Notwithstanding the foregoing and subject to adjustment
as provided in Section 4(b), no Participant may receive Options in any calendar
year that relate to more than 300,000 Shares.

         (b) ADJUSTMENTS. In the event that the Compensation Committee
determines that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, reclassification, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company or other similar corporate transaction
or event affects the Shares such that an adjustment is determined by the
Compensation Committee



<PAGE>


to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, then the
Compensation Committee shall, in such manner as it may deem equitable, adjust
any or all of:

                  (i) the number of Shares of the Company (or number and kind of
         other securities or property) with respect to which Options may
         thereafter be granted;

                 (ii) the number of Shares or other securities of the Company
         (or number and kind of other securities or property) subject to
         outstanding Options; and

                (iii) the grant or exercise price with respect to any Option,
         or, if deemed appropriate, make provision for a cash payment to the
         holder of an outstanding Option.

          (c) SUBSTITUTE OPTIONS. Any Shares underlying Substitute Options shall
not be counted against the Shares available for Options under the Plan.

          (d) SOURCES OF SHARES DELIVERABLE UNDER OPTIONS. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

         SECTION 5.  ELIGIBILITY.  Any Employee, non-employee director of the
Company or any Subsidiary or Affiliate thereof or consultant to the Company or
any Subsidiary or Affiliate thereof shall be eligible to be designated a
Participant. Holders of options granted by a company that is acquired by the
Company or with which the Company combines are eligible for grants of Substitute
Options hereunder in connection with such acquisition or combination
transaction.

         SECTION 6.  STOCK OPTIONS.

         (a) GRANT.  Subject to the provisions of the Plan and contractual
restrictions (including, to the extent applicable, any Employment Agreements)
affecting the Company, the Compensation Committee shall have sole and complete
authority to determine the Participants to whom Options shall be granted, the
number of Shares to be covered by each Option, the exercise price therefor and
the conditions and limitations applicable to the exercise of the Option.

         (b) EXERCISE PRICE.  The Compensation Committee shall, in its sole
discretion, establish the exercise price at the time each Option is granted;
PROVIDED



<PAGE>


that, except in the case of Substitute Options, in no event shall the
exercise price per Share be less than the Fair Market Value of a Share on the
date of grant.

         (c) EXERCISE.  Each Option shall be exercisable at such times and
subject to such terms and conditions as the Compensation Committee may, in its
sole discretion, specify in the applicable Award Agreement or thereafter. The
Compensation Committee may impose such conditions with respect to the exercise
of Options, including without limitation, any relating to the application of
federal or state securities laws, as it may deem necessary or advisable.

         (d) PAYMENT.  No Shares shall be delivered pursuant to any exercise of
an Option until payment in full of the exercise price, or adequate provision
therefor, is received by the Company. Such payment may be made: (i) in cash;
(ii) in Shares owned by the Participant for at least six months (the value of
such Shares shall be their Fair Market Value on the date of exercise); (iii) by
a combination of cash and Shares owned by the Participant for at least six
months; (iv) if approved by the Compensation Committee, in accordance with a
cashless exercise program; or (v) in such other manner as permitted by the
Compensation Committee at the time of grant or thereafter.

         SECTION 7. VESTING; TERMINATION OF EMPLOYMENT.  Each Award Agreement
shall contain such terms as the Committee may in its sole discretion determine
concerning vesting, forfeiture, the Company's rights of repurchase of Shares
acquired upon exercise of an Option, and/or the effects of termination or
suspension of a Participant's employment upon the exercisability of any Option
granted thereunder.

         SECTION 8.  ACCELERATED VESTING.  The Compensation Committee may,
in its sole discretion, provide in an Award Agreement or at any other time for
the accelerated vesting of an Option in the event of a Change of Control.

         SECTION 9.  AMENDMENT AND TERMINATION.

         (a) AMENDMENTS TO THE PLAN.  The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; PROVIDED
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
qualify for or comply with any tax or regulatory status or requirement
(including any approval requirement which is a prerequisite for exemptive relief
from Section 16(b) of the Exchange Act or Section 162(m) of the Code) for which
or with which the Board deems it necessary or desirable to qualify or comply.
Notwithstanding anything to the contrary herein, the Compensation Committee may
amend the Plan in such manner as may be necessary so as to have the Plan



<PAGE>


conform with local rules and regulations in any jurisdiction outside the
United States.

         (b) AMENDMENTS TO OPTIONS.  Subject to the terms of the Plan and
applicable law, the Compensation Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Option theretofore granted, prospectively or retroactively; PROVIDED that
any such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would adversely affect the rights of a Participant or any
holder or beneficiary of any Option theretofore granted shall not to that extent
be effective without the consent of such affected Participant, holder or
beneficiary.

         (c) CANCELLATION.  Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, in the event of a Change of Control or an offer to
Participants generally relating to the acquisition of Shares, including through
purchase, merger or otherwise, the Compensation Committee may cause any Option
granted hereunder to be canceled in consideration of a cash payment or
alternative Option made to the holder of such canceled Option.

         SECTION 10.  GENERAL PROVISIONS.

         (a) DIVIDEND EQUIVALENTS.  In the sole and complete discretion of the
Compensation Committee, an Option may provide the Participant with dividends or
dividend equivalents, payable in cash, Shares, other securities or other
property on a current or deferred basis.

         (b) NON-TRANSFERABILITY OF OPTIONS.  Except to the extent otherwise
provided in a Participant's Award Agreement, no Option shall be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
such Participant, except by will or the laws of descent and distribution.

         (c) NO RIGHTS TO OPTIONS.  No Employee, Participant or other Person
shall have any claim to be granted any Option, and there is no obligation for
uniformity of treatment of Employees, Participants or holders or beneficiaries
of Options. The terms and conditions of Options need not be the same with
respect to each recipient.

         (d) STOCK CERTIFICATES.  Certificates, if any, issued in respect of
Shares shall, unless the Compensation Committee otherwise determines, be
registered in the name of the Participant or his or her Permitted Transferees
and, so long as a Participant continues to be governed by any forfeiture
provisions relating to the Shares, shall be deposited by such Participant or
Permitted Transferee, together with a stock power endorsed in blank, with the
Company. When such forfeiture conditions lapse, the Company shall deliver such
certificates to the Participant



<PAGE>

upon request. Such stock certificate shall carry such appropriate legends,
and such written instructions shall be given to the Company's transfer agent,
as may be deemed necessary or advisable by counsel to the Company in order to
comply with the requirements of (i) the Securities Act of 1933, as amended,
any state securities laws or any other applicable laws and (ii) the
Investors' Agreement. Subject to the provisions of the Investors' Agreement,
all certificates for Shares or other securities of the Company or any
Subsidiary delivered under the Plan pursuant to any Option or the exercise
thereof shall be subject to such stop transfer orders and other restrictions
as the Compensation Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the SEC or any exchange or market upon
which such Shares or other securities of the Company are then listed and any
applicable laws or rules or regulations, and the Compensation Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

         (e) WITHHOLDING.  A Participant may be required to pay to the Company
or any Subsidiary, and the Company or any Subsidiary shall have the right and is
hereby authorized to withhold from any Option, from any payment due or transfer
made under any Option or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Options or other property) of any applicable withholding taxes in respect of an
Option, its exercise or any payment or transfer under an Option or under the
Plan, and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes. The
Compensation Committee may provide for additional cash payments to holders of
Options to defray or offset any tax arising from any such grant, lapse, vesting
or exercise of any Option.

         (f) AWARD AGREEMENTS.  Each Option hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Option and any rules applicable thereto.

         (g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  This Plan is not
intended to be the exclusive authority for the grant of options, stock or
stock-based awards, and nothing contained in this Plan shall prevent the Company
or any Subsidiary or Affiliate thereof from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of options, restricted stock, Shares and other types of awards provided for
hereunder (subject to stockholder approval if such approval is required by
applicable law). Any such arrangements may be either generally applicable or
applicable only in specific cases.



<PAGE>


         (h) NO RIGHT TO EMPLOYMENT.  The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employment or
service of the Company or any Subsidiary or Affiliate thereof. Further, the
Company or any Subsidiary may at any time dismiss a Participant from employment
or service, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

         (i) RIGHTS AS A STOCKHOLDER.  Subject to the provisions of the
applicable Option, no Participant or holder or beneficiary of any Option shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares.

         (j) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Delaware.

         (k) SEVERABILITY.  If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Option, or would disqualify the Plan or any
Option under any law deemed applicable by the Compensation Committee, such
provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Compensation Committee, materially altering the intent of
the Plan or the Option, such provision shall be stricken as to such
jurisdiction, Person or Option, and the remainder of the Plan and any such
Option shall remain in full force and effect.

         (l) OTHER LAWS.  The Compensation Committee may refuse to issue or
transfer any Shares or other consideration under an Option if, acting in its
sole discretion, it determines that the issuance or transfer of such Shares or
such other consideration might violate any applicable law or regulation or
entitle the Company to recover the same under Section 16(b) of the Exchange Act,
and any payment tendered to the Company by a Participant in connection therewith
shall be promptly refunded to the relevant Participant, holder or beneficiary.
Without limiting the generality of the foregoing, no Option granted hereunder
shall be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Compensation Committee in its
sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the federal and state securities
laws and any other laws to which such offer, if made, would be subject.

         (m) NO TRUST OR FUND CREATED.  Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any



<PAGE>


other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary or Affiliate thereof pursuant to
an Option, such right shall be no greater than the right of such unsecured
general creditor of the Company or such Subsidiary or Affiliate thereof.

         (n) NO FRACTIONAL SHARES.  No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Compensation Committee
shall determine whether cash or other securities or other property shall be paid
or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.

         (o) INVESTORS' AGREEMENT TRANSFER RESTRICTIONS.  A Participant shall,
as a condition precedent to the exercise or settlement of an Option, execute
an instrument agreeing to be bound by the terms of the Investors' Agreement
or, at the election of the Company, a counterpart of the Investors'
Agreement. In any event, any Shares acquired upon exercise or settlement
shall be subject to the provisions in the Investors' Agreement regarding
restrictions on transfer and the Company's rights to compel sales and
repurchase Shares.

         (p) HEADINGS.  Headings are given to the sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

         SECTION 11.  TERM OF THE PLAN.

         (a) EFFECTIVE DATE.  The Plan shall be effective as of September 29,
1999, subject to approval by the stockholders of the Company. Options may be
granted hereunder prior to such stockholder approval, subject in all cases,
however, to such approval.

         (b) EXPIRATION DATE.  Unless otherwise expressly provided in the Plan
or in an applicable Award Agreement, any Option granted hereunder may, and the
authority of the Board or the Compensation Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Option or to waive any conditions or
rights under any such Option shall, continue after the authority for grant of
new Options hereunder has been exhausted.



<PAGE>


                         CROSS-REFERENCE TARGET LIST

     NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE
           TARGET PULL-DOWN LIST.
             (This list is for the use of the wordprocessor only, is not a
                  part of this document and may be discarded.)

<TABLE>
<CAPTION>

ARTICLE/SECTION   TARGET NAME   ARTICLE/SECTION   TARGET NAME   ARTICLE/SECTION   TARGET NAME   ARTICLE/SECTION   TARGET NAME
---------------   -----------   ---------------   -----------   ---------------   -----------   ---------------   -----------
<S>               <C>           <C>               <C>           <C>               <C>           <C>               <C>
6 .............     stock.opt
4(b) ..........   adjustments
4(c) ..........    sub.awards
7 .............   termination

</TABLE>