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                                                                   EXHIBIT 10.12

                              CERIDIAN CORPORATION
                       2001 LONG TERM STOCK INCENTIVE PLAN

1. Purpose of Plan.

         The purpose of the Ceridian Corporation 2001 Long Term Stock Incentive
Plan (the "Plan") is to advance the interests of New Ceridian Corporation, a
Delaware corporation which will be renamed Ceridian Corporation (the "Company")
in connection with a reverse spin-off of the Company (the "Spin-Off"), and its
stockholders by enabling the Company and its Subsidiaries to attract and retain
persons of ability to perform services for the Company and its Subsidiaries by
providing an incentive to such individuals through equity participation in the
Company and by rewarding such individuals who contribute to the achievement by
the Company of its economic objectives.

2. Definitions.

         The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

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

         2.2 "Broker Exercise Notice" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.

         2.3 "Change of Control" means an event described in Section 12.1 of the
Plan or such other definition as may be adopted by the Committee from time to
time in its sole discretion.

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

         2.5 "Committee" means the group of individuals administering the Plan,
as provided in Section 3 of the Plan.

         2.6 "Common Stock" means the common stock of the Company, par value
$0.01 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.4 of
the Plan.

         2.7 "Disability" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.

         2.8 "Eligible Recipients" means (i) all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary and any non-employee directors, consultants and independent
contractors of the Company or any Subsidiary and (ii) all holders of Old
Ceridian Options which will be exchanged or converted pursuant to


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Section 5.5 of the Personnel Agreement, but only with respect to Options issued
in connection with such exchange or conversion.

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

         2.10 "Fair Market Value" means, with respect to the Common Stock as of
any date, the closing market price per share of the Common Stock at the end of
the regular trading session, which as of the effective date of this Plan is 4:00
p.m. New York city time, as reported on the New York Stock Exchange Composite
Tape on that date (or, if no shares were traded or quoted on such date, as of
the next preceding date on which there was such a trade or quote).

         2.11 "Incentive Award" means an Option, Restricted Stock Award or
Performance Unit granted to an Eligible Recipient pursuant to the Plan.

         2.12 "Incentive Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

         2.13 "Non-Statutory Stock Option" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that
does not qualify as an Incentive Stock Option.

         2.14 "Old Ceridian Option" means Ceridian Option as such term is
defined in the Personnel Agreement.

         2.15 "Option" means an Incentive Stock Option or a Non-Statutory Stock
Option.

         2.16 "Participant" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.

         2.17 "Performance Goal" means one or more of the following performance
goals, either individually, alternatively or in any combination, applied on a
corporate, subsidiary or business unit basis: cash flow, earnings (including one
or more of gross profit, earnings before interest and taxes, earnings before
interest, taxes, depreciation and amortization and net earnings), earnings per
share, individually, margins (including one or more of gross, operating and net
income margins), returns (including one or more of return on assets, equity,
investment, capital and revenue and total stockholder return), stock price,
economic value added, working capital, market share, cost reductions and
strategic plan development and implementation. Such goals may reflect absolute
entity or business unit performance or a relative comparison to the performance
of a peer group of entities or other external measure of the selected
performance criteria. The Committee may appropriately adjust any evaluation of
performance under such goals to exclude any of the following events: asset
write-downs, litigation or claim judgments or settlements, the effect of changes
in tax law, accounting principles or other such laws or provisions affecting
reported results, accruals for reorganization and restructuring programs,
uninsured catastrophic losses, and any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30 or in management's
discussion and analysis of financial performance appearing in the Company's
annual report to stockholders for the applicable year.


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         2.18 "Performance Unit" means a right granted to an Eligible Recipient
pursuant to Section 8 of the Plan to receive a payment from the Company, in the
form of Common Stock, cash, Stock Units or a combination of the foregoing, upon
the achievement of established performance criteria.

         2.19 "Personnel Agreement" means the Personnel Agreement between the
Company and Arbitron Inc. entered into in connection with the Spin-Off which
provides for, among other things, the exchange or conversion of Old Ceridian
Options into options to purchase common stock of the Company and Arbitron
Options (as such term is described in the Personnel Agreement).

         2.20 "Previously Acquired Shares" means shares of Common Stock that are
already owned by the Participant or, with respect to any Incentive Award, that
are to be issued upon the grant, exercise or vesting of such Incentive Award.

         2.21 "Restricted Stock Award" means an award of Common Stock or Stock
Units granted to an Eligible Recipient pursuant to Section 7 of the Plan that is
subject to the restrictions on transferability and the risk of forfeiture
imposed by the provisions of such Section 7.

         2.22 "Retirement" means the termination (other than for Cause or by
reason of death or Disability) of a Participant's employment or other service on
or after the date on which the Participant has attained the age of 55 and has
completed 10 years of continuous service to the Company or any Subsidiary (such
period of service to be determined in accordance with the retirement/pension
plan or practice of the Company or Subsidiary then covering the Participant,
provided that if the Participant is not covered by any such plan or practice,
the Participant will be deemed to be covered by the Company's plan or practice
for purposes of this determination).

         2.23 "Section 162(m)" means Section 162(m) of the Code and the
applicable Treasury Regulations promulgated thereunder.

         2.24     "Securities Act" means the Securities Act of 1933, as amended.

         2.25 "Stock Unit" means a bookkeeping entry representing the equivalent
of one share of Common Stock that is payable in the form of Common Stock, cash
or any combination of the foregoing.

         2.26 "Subsidiary" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.

         2.27 "Tax Date" means the date any withholding tax obligation arises
under the Code for a Participant with respect to an Incentive Award.

3. Plan Administration.

         3.1 The Committee. So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, the Plan will be
administered by a committee (the "Committee") consisting solely of not less than
two members of the Board who are "Non-Employee Directors" within the meaning of
Rule 16b-3 under the Exchange Act and, if the Board so determines in its sole
discretion, who are "outside directors" within the meaning of Section 162(m). To
the extent consistent with corporate law, the Committee may delegate to any
directors


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or officers of the Company the duties, power and authority of the Committee
under the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties,
power and authority with respect to Eligible Recipients who are subject to
Section 16 of the Exchange Act and Section 162(m). Each determination,
interpretation or other action made or taken by the Committee pursuant to the
provisions of the Plan will be conclusive and binding for all purposes and on
all persons, and no member of the Committee will be liable for any action or
determination made in good faith with respect to the Plan or any Incentive Award
granted under the Plan.

         3.2 Authority of the Committee.

                  (a) In accordance with and subject to the provisions of the
         Plan, the Committee will have the authority to determine all provisions
         of Incentive Awards as the Committee may deem necessary or desirable
         and as consistent with the terms of the Plan, including, without
         limitation, the following: (i) the Eligible Recipients to be selected
         as Participants; (ii) the nature and extent of the Incentive Awards to
         be made to each Participant (including the number of shares of Common
         Stock to be subject to each Incentive Award, any exercise price, the
         manner in which Incentive Awards will vest or become exercisable and
         whether Incentive Awards will be granted in tandem with other Incentive
         Awards) and the form of written agreement, if any, evidencing such
         Incentive Award; (iii) the time or times when Incentive Awards will be
         granted; (iv) the duration of each Incentive Award; and (v) the
         restrictions and other conditions to which the payment or vesting of
         Incentive Awards may be subject. In addition, the Committee will have
         the authority under the Plan in its sole discretion to pay the economic
         value of any Incentive Award in the form of cash, Common Stock, Stock
         Units or any combination of the foregoing.

                  (b) Except as otherwise provided in the remainder of this
         Section 3.2(b), the Committee will have the authority under the Plan to
         amend or modify the terms of any outstanding Incentive Award in any
         manner, including, without limitation, the authority to modify the
         number of shares or other terms and conditions of an Incentive Award,
         extend the term of an Incentive Award or accelerate the exercisability
         or vesting or otherwise terminate any restrictions relating to an
         Incentive Award; provided, however that the amended or modified terms
         are permitted by the Plan as then in effect and that any Participant
         adversely affected by such amended or modified terms has consented to
         such amendment or modification. Without prior approval of the Company's
         stockholders, the Committee shall not have the authority under the Plan
         to (i) amend or modify the terms of any pre-existing Option awards to
         lower the Option exercise price or (ii) authorize the grant of
         replacement Option awards in substitution for pre-existing Option
         awards that have been or are to be surrendered and canceled at any time
         when the Fair Market Value of the Common Stock is less than the
         exercise price applicable to such surrendered and canceled Option
         awards.

                  (c) In the event of (i) any reorganization, merger,
         consolidation, recapitalization, liquidation, reclassification, stock
         dividend, stock split, combination of shares, rights offering,
         extraordinary dividend or divestiture (including a spin-off) or any
         other similar change in corporate structure or shares, (ii) any
         purchase, acquisition, sale or disposition of a significant amount of
         assets or a significant business, (iii) any change in accounting
         principles or practices, or (iv) any other similar change, in each case
         with


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         respect to the Company (or any Subsidiary or division thereof) or any
         other entity whose performance is relevant to the grant or vesting of
         an Incentive Award, the Committee (or, if the Company is not the
         surviving corporation in any such transaction, the board of directors
         of the surviving corporation) may, without the consent of any affected
         Participant, amend or modify the grant or vesting criteria of any
         outstanding Incentive Award that is based in whole or in part on the
         financial performance of the Company (or any Subsidiary or division
         thereof) or such other entity so as equitably to reflect such event,
         with the desired result that the criteria for evaluating such financial
         performance of the Company or such other entity will be substantially
         the same (in the sole discretion of the Committee or the board of
         directors of the surviving corporation) following such event as prior
         to such event; provided, however, that the amended or modified terms
         are permitted by the Plan as then in effect.

                  (d) The Committee may permit or require the deferral of any
         payment, issuance or other settlement of an Incentive Award subject to
         such rules and procedures as the Committee may establish, including the
         conversion of such payment, issuance or other settlement into Options
         or Stock Units and the payment or crediting of interest, dividends or
         dividend equivalents.

4. Shares Available for Issuance.

         4.1 Maximum Number of Shares Available. Subject to adjustment as
provided in Section 4.4 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 27,000,000
shares. The Committee may use shares available for issuance under the Plan as
the form of payment for compensation, awards or rights earned or due under
deferred or any other compensation plans or arrangements of the Company or any
Subsidiary. The shares available for issuance under the Plan may, at the
election of the Committee, be either treasury shares or shares authorized but
unissued, and, if treasury shares are used, all references in the Plan to the
issuance of shares will, for corporate law purposes, be deemed to mean the
transfer of shares from treasury.

         4.2 Calculation of Shares Available. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan. To the extent that any shares of Common
Stock that are subject to an Incentive Award under the Plan (a) are not issued
to a Participant due to the fact that such Incentive Award lapses, expires, is
forfeited or for any reason is terminated unexercised or unvested, or is settled
or paid in cash or (b) are used to satisfy any exercise price or withholding
obligations, such shares will automatically again become available for issuance
under the Plan. In addition, to the extent that a Participant tenders (either by
actual delivery or by attestation) shares of Common Stock already owned by the
Participant to the Company in satisfaction of any exercise price or withholding
tax obligations, such shares will automatically again become available for
issuance under the Plan.

         4.3 Additional Limitations. Notwithstanding any other provisions of the
Plan to the contrary and subject, in each case, to adjustment as provided in
Section 4.4 of the Plan, (a) no more than 12,000,000 shares of Common Stock may
be issued under the Plan with respect to Incentive Stock Options, (b) no more
than 4,000,000 shares of Common Stock may be issued under the Plan with respect
to Restricted Stock Awards that are not granted in lieu of cash compensation
that would otherwise be payable to Participants, and (c) no Participant in the
Plan may be granted Incentive Awards relating to


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more than 1,000,000 shares of Common Stock in the aggregate during any period of
three consecutive fiscal years of the Company, excluding any Incentive Awards
that had previously been granted to Participants under benefit plans of Arbitron
Inc. that were converted into Incentive Awards under the Plan pursuant to the
reverse spin-off transaction between Ceridian and Arbitron Inc. Notwithstanding
any other provision of the Plan to the contrary, unless the Plan has been
approved by stockholders of the Company in accordance with the regulations under
Section 162(m) of the Code at or before the first regularly scheduled meeting of
stockholders of the Company that occurs after March 30, 2002, no Incentive Award
shall be granted after such stockholders' meeting to any Participant that would
result in compensation that would not be deductible by the Company as a result
of Section 162(m) of the Code.

         4.4 Adjustments to Shares and Incentive Awards. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other similar change in the corporate structure or shares of the Company, the
Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) will make
appropriate adjustments (which determination will be conclusive) as to the
number and kind of securities or other property (including cash) available for
issuance or payment under the Plan and, in order to prevent dilution or
enlargement of the rights of Participants, (a) the number and kind of securities
or other property (including cash) subject to outstanding Options, and (b) the
exercise price of outstanding Options.

5. Participation.

         Participants in the Plan will include (i) with respect to Options other
than Options described in clause (ii) below, those Eligible Recipients who, in
the judgment of the Committee, have contributed, are contributing or are
expected to contribute to the achievement of economic objectives of the Company
or its Subsidiaries and (ii) those Eligible Recipients described in clause (ii)
of the definition of Eligible Recipients. Eligible Recipients described in
clause (i) above may be granted from time to time one or more Incentive Awards,
singly or in combination or in tandem with other Incentive Awards, as may be
determined by the Committee in its sole discretion. Incentive Awards will be
deemed to be granted as of the date specified in the grant resolution of the
Committee, which date will be the date of any related agreement with the
Participant.

6. Options.

         6.1 Grant. An Eligible Recipient may be granted one or more Options
under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion and reflected in the award agreement evidencing
such Option. The Committee may designate whether an Option is to be considered
an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that
any Incentive Stock Option granted under the Plan ceases for any reason to
qualify as an "incentive stock option" for purposes of Section 422 of the Code,
such Incentive Stock Option will continue to be outstanding for purposes of the
Plan but will thereafter be deemed to be a Non-Statutory Stock Option.

         6.2 Exercise Price. The per share price to be paid by a Participant
upon exercise of an Option will be determined by the Committee in its discretion
at the time of the Option grant; provided, however, that such price will not be
less than 100% of the Fair Market Value of one share of Common Stock on the date
of grant or, with respect to an Incentive Stock Option (110%


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of the Fair Market Value if, at the time the Incentive Stock Option is granted,
the Participant owns, directly or indirectly, more than 10% of the total
combined voting power of all classes of stock of the Company or any parent or
subsidiary corporation of the Company).

         6.3 Exercisability and Duration. An Option will become exercisable at
such times and in such installments as may be determined by the Committee in its
sole discretion at the time of grant; provided, however, that no Option may be
exercisable prior to six months from its date of grant (other than in connection
with a Participant's death or Disability or in connection with a Change of
Control of the Company) and no Incentive Stock Option may be exercisable after
10 years from its date of grant (five years from its date of grant if, at the
time the Incentive Stock Option is granted, the Participant owns, directly or
indirectly, more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company).

         6.4 Payment of Exercise Price. The total purchase price of the shares
to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the
Committee, in its sole discretion and upon terms and conditions established by
the Committee, may allow such payments to be made, in whole or in part, by
tender of a Broker Exercise Notice, Previously Acquired Shares (including
through delivery of a written attestation of ownership of such Previously
Acquired Shares if permitted, and on terms acceptable, to the Committee in its
sole discretion), a full recourse promissory note (on terms acceptable to the
Committee in its sole discretion) or by a combination of such methods.

         6.5 Manner of Exercise. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company, Attention: Corporate Treasury, at its principal
executive office in Minneapolis, Minnesota and by paying in full the total
exercise price for the shares of Common Stock to be purchased in accordance with
Section 6.4 of the Plan.

         6.6 Aggregate Limitation of Stock Subject to Incentive Stock Options.
To the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which incentive stock options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary or parent corporation of the Company (within the meaning of the
Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code
from time to time), such excess Options will be treated as Non-Statutory Stock
Options. The determination will be made by taking incentive stock options into
account in the order in which they were granted. If such excess only applies to
a portion of an Incentive Stock Option, the Committee, in its discretion, will
designate which shares will be treated as shares to be acquired upon exercise of
an Incentive Stock Option.

         6.7 Preservation of Terms of Old Ceridian Options. Notwithstanding any
statement herein to the contrary, with respect to those Options granted upon the
conversion or exchange of Old Ceridian Options pursuant to the Personnel
Agreement, the exercise price and the number of shares underlying the Options
shall be determined as provided by the Personnel Agreement. Furthermore, no
Option granted upon the conversion or exchange of an Old Ceridian Option will
contain terms which are more restrictive than the terms of the Old Ceridian
Option or any relevant option agreement or plan pursuant to which such Old
Ceridian Option was granted.


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7. Restricted Stock Awards.

         7.1 Grant. An Eligible Recipient may be granted one or more Restricted
Stock Awards under the Plan, and such Restricted Stock Awards will be subject to
such terms and conditions, consistent with the provisions of the Plan, as may be
determined by the Committee in its sole discretion and reflected in the award
agreement evidencing such Restricted Stock Award. The Committee may impose such
restrictions or conditions, not inconsistent with the provisions of the Plan, to
the vesting of such Restricted Stock Awards as it deems appropriate, including,
without limitation, that the Participant remain in the continuous employ or
service of the Company or a Subsidiary for a certain period or that the
Participant or the Company (or any Subsidiary or division thereof) satisfy
certain performance criteria; provided, however, that no Restricted Stock Award
may vest prior to six months from its date of grant (other than in connection
with a Participant's death or Disability or in connection with a Change of
Control of the Company). Notwithstanding the foregoing and except as result of a
Participant's death or Disability or in connection with a Change of Control of
the Company, Restricted Stock Awards that provide for (a) vesting upon the
satisfaction of certain performance criteria shall vest over a period of not
less than one year from its date of grant and (b) time based vesting shall vest
over a period of not less than three years from its date of grant; provided,
however, that Restricted Stock Awards granted in lieu of some other form of
compensation to an Eligible Recipient would be permitted without such vesting
restrictions.

         7.2 Rights as a Stockholder; Transferability. Except as provided in
Sections 7.1, 7.3 and 13.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 7 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.

         7.3 Dividends and Distributions. Unless the Committee determines
otherwise in its sole discretion (either in the agreement evidencing the
Restricted Stock Award at the time of grant or at any time after the grant of
the Restricted Stock Award), any dividends or distributions (including regular
quarterly cash dividends) paid with respect to shares of Common Stock subject to
the unvested portion of a Restricted Stock Award will be subject to the same
restrictions as the shares to which such dividends or distributions relate and
will be paid currently to the Participant. In the event the Committee determines
not to pay such dividends or distributions currently, the Committee will
determine in its sole discretion whether any interest will be paid on such
dividends or distributions. In addition, the Committee, in its sole discretion,
may require such dividends and distributions to be reinvested (and in such case
the Participants consent to such reinvestment) in shares of Common Stock that
will be subject to the same restrictions as the shares to which such dividends
or distributions relate.

         7.4 Enforcement of Restrictions. To enforce the restrictions referred
to in this Section 7, the Committee may (a) place a legend on the stock
certificates referring to such restrictions and may require Participants, until
the restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent, or
(b) maintain evidence of stock ownership, together with duly endorsed stock
powers, in a certificateless book-entry stock account with the Company's
transfer agent for its Common Stock.


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         7.5 Preservation of Terms of Old Ceridian Restricted Stock.
Notwithstanding anything contained herein to the contrary, no Restricted Stock
Award made pursuant to the conversion or exchange of restricted stock pursuant
to the Personnel Agreement shall contain terms which are more restrictive than
the terms of the related to the converted or exchanged restricted stock.

8. Performance Units.

         An Eligible Recipient may be granted one or more Performance Units
under the Plan, and such Performance Units will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion. The Committee may impose
such restrictions or conditions, not inconsistent with the provisions of the
Plan, to the vesting of such Performance Units as it deems appropriate,
including, without limitation, that the Participant remain in the continuous
employ or service of the Company or any Subsidiary for a certain period or that
the Participant or the Company (or any Subsidiary or division thereof) satisfy
certain performance goals or criteria. The Committee will have the sole
discretion to determine the form in which payment of the economic value of
Performance Units will be made to a Participant (i.e., cash, Common Stock, Stock
Units or any combination of the foregoing) or to consent to or disapprove the
election by a Participant of the form of such payment. Notwithstanding the
foregoing, Performance Units that provide for vesting upon the satisfaction of
certain performance criteria shall vest over a period of not less than three
years from its date of grant; provided, however, that Performance Units granted
in lieu of some other form of compensation to an Eligible Recipient would be
permitted without such vesting restrictions.

9. Performance-Based Compensation Provisions.

         The Committee, when it is comprised solely of two or more outside
directors meeting the requirements of Section 162(m), in its sole discretion,
may designate whether any Incentive Awards are intended to be "performance-based
compensation" within the meaning of Section 162(m). Any Incentive Awards so
designated will, to the extent required by Section 162(m), be conditioned on the
achievement of one or more Performance Goals, and such Performance Goals will be
established by the Committee within the time period prescribed by, and will
otherwise comply with the requirements of, Section 162(m) giving due regard to
the disparate treatment under Section 162(m) of the stock options and stock
appreciation rights where compensation is determined based solely on an increase
in the value of the underlying stock after the date of grant or award, as
compared to other forms of compensation, including restricted stock awards. The
maximum dollar value payable to any Participant with respect to Incentive Awards
that are designated as such "performance-based compensation" and that are valued
with reference to property other than shares of Common Stock may not exceed
$5,000,000 in the aggregate during any period of three consecutive fiscal years
of the Company. Such Committee shall also certify in writing that such
performance goals have been met prior to payment of compensation to the extent
required by Section 162(m).

10. Effect of Termination of Employment or Other Service.

         10.1 Rights Upon Termination. The Committee will have the authority, in
its sole discretion, to determine the effect that termination of a Participant's
employment or other service with the Company and all Subsidiaries, whether due
to death, Disability, Retirement or any other reason, will have on outstanding
Incentive Awards then held by such Participant.


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         10.2 Modification of Rights Upon Termination. Notwithstanding the other
provisions of this Section 10, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options (or any part
thereof) then held by such Participant to become or continue to become
exercisable and/or remain exercisable following such termination of employment
or service and Restricted Stock Awards and Performance Units then held by such
Participant to vest and/or continue to vest or become free of restrictions
following such termination of employment or service, in each case in the manner
determined by the Committee; provided, however, that no Option or Restricted
Stock Award may become exercisable or vest prior to six months from its date of
grant (other than in connection with a Participant's death or Disability or in
connection with a Change of Control of the Company) or remain exercisable or
continue to vest beyond its expiration date.

         10.3 Date of Termination of Employment or Other Service. Unless the
Committee otherwise determines in its sole discretion, a Participant's
employment or other service will, for purposes of the Plan, be deemed to have
terminated on the date recorded on the personnel or other records of the Company
or the Subsidiary for which the Participant provides employment or other
service, as determined by the Committee in its sole discretion based upon such
records.

11. Payment of Withholding Taxes.

         11.1 General Rules. The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts which may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all federal, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without
limitation, the grant, exercise or vesting of, or payment of dividends with
respect to, an Incentive Award or a disqualifying disposition of stock received
upon exercise of an Incentive Stock Option, or (b) require the Participant
promptly to remit the amount of such withholding to the Company before taking
any action with respect to an Incentive Award.

         11.2 Special Rules. The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 11.1 of the Plan (up to
the minimum statutory rate) by electing to tender Previously Acquired Shares, a
Broker Exercise Notice or a promissory note (on terms acceptable to the
Committee in its sole discretion), or by a combination of such methods.

12. Change of Control.

         12.1 Definitions. For purposes of this Section 12, the following
definitions will apply:

                  (a) "Benefit Plan" means any formal or informal plan, program
         or other arrangement heretofore or hereafter adopted by the Company or
         any Subsidiary for the direct or indirect provision of compensation to
         the Participant (including groups or classes of participants or
         beneficiaries of which the Participant is a member), whether or not
         such compensation is deferred, is in the form of cash or other property
         or rights, or is in the form of a benefit to or for the Participant.


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                  (b) "Change of Control" means any of the following events:

                           (1) a merger or consolidation to which the Company is
                  a party if the individuals and entities who were stockholders
                  of the Company immediately prior to the effective date of such
                  merger or consolidation have beneficial ownership (as defined
                  in Rule 13d-3 under the Exchange Act) of less than 50% of the
                  total combined voting power for election of directors of the
                  surviving corporation immediately following the effective date
                  of such merger or consolidation;

                           (2) the direct or indirect beneficial ownership (as
                  defined in Rule 13d-3 under the Exchange Act) in the aggregate
                  of securities of the Company representing 25% or more of the
                  total combined voting power of the Company's then issued and
                  outstanding securities by any person or entity, or group of
                  associated persons or entities acting in concert;

                           (3) the sale of the properties and assets of the
                  Company, substantially as an entirety, to any person or entity
                  which is not a wholly-owned subsidiary of the Company;

                           (4) the stockholders of the Company approve any plan
                  or proposal for the liquidation of the Company; or

                           (5) a change in the composition of the Board at any
                  time during any consecutive 24 month period such that the
                  "Continuity Directors" cease for any reason to constitute at
                  least a 70% majority of the Board. For purposes of this
                  clause, "Continuity Directors" means those members of the
                  Board who either (1) were directors at the beginning of such
                  consecutive 24 month period, or (2) were elected by, or on the
                  nomination or recommendation of, at least a two-thirds
                  majority of the then-existing Board of Directors.

         12.2 Effect of a Change of Control. The Committee will have the
authority, in its sole discretion, to determine the effect that a Change of
Control of the Company will have on outstanding Incentive Awards then held by
such Participant.

         12.3 Authority to Modify Change of Control Provisions. Prior to a
Change of Control of the Company, unless otherwise provided in the agreement
evidencing the Incentive Award, the Participant will have no rights under this
Section 12, and the Committee will have the authority, in its sole discretion,
to rescind, modify or amend the provisions of this Section 12 without the
consent of any Participant.

13. Rights of Eligible Recipients and Participants; Transferability.

         13.1 Employment or Service. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.


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         13.2 Rights as a Stockholder. As a holder of Incentive Awards (other
than Restricted Stock Awards), a Participant will have no rights as a
stockholder unless and until such Incentive Awards are exercised for, or paid in
the form of, shares of Common Stock and the Participant becomes the holder of
record of such shares. Except as otherwise provided in the Plan, no adjustment
will be made for dividends or distributions with respect to such Incentive
Awards as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may
determine in its discretion.

         13.3 Restrictions on Transfer.

                  (a) Except pursuant to testamentary will or the laws of
         descent and distribution and except as expressly permitted by Section
         13.3(b) of the Plan, no right or interest of any Participant in an
         Incentive Award prior to the exercise or vesting of such Incentive
         Award will be assignable or transferable, or subjected to any lien,
         during the lifetime of the Participant, either voluntarily or
         involuntarily, directly or indirectly, by operation of law or
         otherwise. A Participant will, however, be entitled to designate a
         beneficiary to receive an Incentive Award upon such Participant's
         death. In the event of a Participant's death, payment of any amounts
         due under the Plan will be made to, and exercise of any Options (to the
         extent permitted pursuant to Section 10 of the Plan) will be made by,
         the Participant's designated beneficiary. For purposes of the Plan, a
         "designated beneficiary" will be the beneficiary or beneficiaries
         designated by the Participant in a writing filed with the Committee in
         such form and at such time as the Committee will require in its sole
         discretion. If a Participant fails to designate a beneficiary, or if
         the designated beneficiary does not survive the Participant or dies
         before the designated beneficiary's exercise of all rights under the
         Plan, payment of any amounts due under the Plan will be made to, and
         exercise of any Options (to the extent permitted pursuant to Section 10
         of the Plan) may be made by, the Participant's personal representative.

                  (b) The Committee may, in its discretion, authorize all or a
         portion of the Options to be granted to a Participant to be on terms
         which permit transfer by such Participant to (i) the spouse, ex-spouse,
         children, step-children or grandchildren of the Participant (the
         "Family Members"), (ii) a trust or trusts for the exclusive benefit of
         such Family Members, (iii) a partnership in which such Family Members
         are the only partners, or (iv) such other persons or entities as the
         Committee, in its discretion, may permit, provided that (1) there may
         be no consideration for such a transfer (other than the possible
         receipt of an ownership interest in an entity to which such a transfer
         is made), (2) the award agreement pursuant to which such Options are
         granted must be approved by the Committee and must expressly provide
         for transferability in a manner consistent with this Section 13.3(b),
         (3) timely written notice of the transfer must be provided to the
         Company by the Participant, and (4) subsequent transfers of the
         transferred Options shall be prohibited except for those in accordance
         with Section 13.3(a). Following transfer, any such Option and the
         rights of any transferee with respect thereto will continue to be
         subject to the same terms and conditions as were applicable immediately
         prior to the transfer, including that the events of termination of
         employment or other service as provided in the Plan and in any
         applicable award agreement will continue to be applied with respect to
         the original Participant, with the transferee bound by the consequences
         of any such termination of employment or service as specified in the
         Plan and the applicable award agreement. The Company will be under no
         obligation to provide notice of termination of a Participant's
         employment or other service to any transferee of such Participant's
         Options. Notwithstanding any Option transfer pursuant to this Section
         13.3(b), the Participant will remain subject to and liable for any
         employment-related taxes in connection with the exercise of such
         Option.


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<PAGE>   13


         13.4 Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.

14. Securities Law and Other Restrictions.

         Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under
the Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.

15. Plan Amendment, Modification and Termination.

         The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Incentive Awards under the Plan will conform to
any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that no
Material Amendment of the Plan shall be made without approval of the
stockholders of the Company. For the purposes hereof, a "Material Amendment of
the Plan" shall mean any amendment that (a) requires stockholder approval
pursuant to Section 422 of the Code or the rules of the New York Stock Exchange
or (b) increases the authorized shares, the benefits to Participants, or the
class of Participants under the Plan. No termination, suspension or amendment of
the Plan may adversely affect any outstanding Incentive Award without the
consent of the affected Participant; provided, however, that this sentence will
not impair the right of the Committee to take whatever action it deems
appropriate under Section 4.4 and Section 12 of the Plan.

16. Effective Date and Duration of the Plan.

         The Plan is effective as of November 28, 2000, the date it was adopted
by the Board and the Company's sole stockholder. The Plan will terminate at
midnight on November 27, 2010, and may be terminated prior thereto by Board
action, and no Incentive Award will be granted after such termination. Incentive
Awards outstanding upon termination of the Plan may continue to vest, or become
free of restrictions, in accordance with their terms.

17. Miscellaneous.

         17.1 Governing Law. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Delaware.


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         17.2 Successors and Assigns. The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.


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