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                                                                   EXHIBIT 10.20


                              CERIDIAN CORPORATION
                       2002 EMPLOYEE STOCK INCENTIVE PLAN

1. Purpose of Plan.

      The purpose of the Ceridian Corporation 2002 Employee Stock Incentive Plan
(the "Plan") is to advance the interests of Ceridian Corporation, a Delaware
corporation (the "Company"), 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 11.1 of the
Plan.

      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 of the Company or any
Subsidiary and (ii) any consultants and independent contractors of the Company
or any
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Subsidiary. Notwithstanding the foregoing, directors and "officers" of the
Company shall not be Eligible Recipients under the Plan. For purposes hereof,
"officers" shall have the meaning set forth in Section 16a-1(f) of the Exchange
Act or any successor provision thereof.

      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 "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" within the meaning of Section 422 of the Code.

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

      2.14 "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.

      2.15 "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.

      2.16 "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.

      2.17 "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).

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


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      2.19 "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.

      2.20 "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.

      2.21 "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 11 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. To the extent consistent with corporate law,
the Committee may delegate to any directors 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. 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, the 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


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      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. 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 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, prior to the occurrence of a Change
      in Control, 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 4,000,000 shares. The
shares


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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, no more than 500,000 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.

      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 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. Eligible Recipients 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.


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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 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.

      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.

      6.3 Exercisability and Duration. Subject to Section 11 hereof, Options
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
Option may be exercisable after 10 years from its date of grant.

      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.

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


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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 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 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 pursuant
to Sections 7.1, 7.3 and 12.3 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
Participant consents 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.

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


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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, subject to Section 11 hereof, 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. Effect of Termination of Employment or Other Service.

      9.1 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.

      9.2 Modification of Rights Upon Termination. Notwithstanding the other
provisions of this Section 9, 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. Notwithstanding the foregoing,
following the occurrence of a Change in Control, the Committee may not adversely
amend the provisions of any Incentive Award under the Plan relating to
termination and post-termination rights.

      9.3 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.


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10. Payment of Withholding Taxes.

      10.1 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 (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.

      10.2 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 10.1 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.

11. Change of Control.

      11.1 Definitions. For purposes of this Section 11, the following
definitions will apply:

            (a) "Change of Control" shall mean the first of the following events
      to occur:

                  (1) there is consummated a merger or consolidation to which
            the Company or any direct or indirect subsidiary of the Company is a
            party if the merger or consolidation would result in the voting
            securities of the Company outstanding immediately prior to such
            merger or consolidation continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity or any parent thereof) less than 60% of the
            combined voting power of the securities of the Company or such
            surviving entity or any parent thereof outstanding immediately after
            such merger or consolidation; or

                  (2) the direct or indirect beneficial ownership (as defined in
            Rule 13d-3 under the Securities Exchange Act of 1934) in the
            aggregate of securities of the Company representing 20% or more of
            the total combined voting power of the Company's then issued and
            outstanding securities is acquired by any person or entity or group
            of associated persons or entities acting in concert; provided,
            however, that for purposes of hereof, the following acquisitions
            shall not constitute a Change of Control: (i) any acquisition by the
            Company or any of its subsidiaries, (ii) any


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            acquisition directly from the Company or any of its subsidiaries,
            (iii) any acquisition by any employee benefit plan (or related trust
            or fiduciary) sponsored or maintained by the Company or any
            corporation controlled by the Company, (iv) any acquisition by an
            underwriter temporarily holding securities pursuant to an offering
            of such securities, (v) any acquisition by a corporation owned,
            directly or indirectly, by the stockholders of the Company in
            substantially the same proportions as their ownership of stock of
            the Company, (vi) any acquisition in connection with which, pursuant
            to Rule 13d-1 promulgated pursuant to the Exchange Act, the
            individual, entity or group is permitted to, and actually does,
            report its beneficial ownership on Schedule 13G (or any successor
            Schedule); provided that, if any such individual, entity or group
            subsequently becomes required to or does report its beneficial
            ownership on Schedule 13D (or any successor Schedule), then, for
            purposes of this paragraph, such individual, entity or group shall
            be deemed to have first acquired, on the first date on which such
            individual, entity or group becomes required to or does so report,
            beneficial ownership of all of the voting securities of the Company
            beneficially owned by it on such date, and (vii) any acquisition in
            connection with a merger or consolidation which, pursuant to
            paragraph (1) above, does not constitute a Change of Control; or

                  (3) there is consummated a transaction contemplated by an
            agreement for the sale or disposition by the Company of all or
            substantially all of the Company's assets, other than a sale or
            disposition by the Company of all or substantially all of the
            Company's assets to an entity, at least 60% of the combined voting
            power of the voting securities of which are owned by stockholders of
            the Company in substantially the same proportions as their ownership
            of the Company immediately prior to such sale; or

                  (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 such that the
            "Continuity Directors" cease for any reason to constitute at least a
            majority of the Board. For purposes of this clause, "Continuity
            Directors" means those members of the Board who either (i) were
            directors on January 29, 2002, or (ii) were elected by, or on the
            nomination or recommendation of, at least a two-thirds (2/3)
            majority of the then-existing Board (other than a director whose
            initial assumption of office was in connection with an actual or
            threatened election contest, including but not limited to a consent
            solicitation, relating to the election of directors of the Company);
            or


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                  (6) such other event or transaction as the Board shall
            determine constitutes a Change of Control.

      11.2 Effect of a Change of Control. All Options granted under the Plan
will immediately become fully vested and exercisable upon the occurrence of a
Change of Control. All other Incentive Awards granted under the Plan will
immediately become fully vested and free of any and all restrictions upon a
Change of Control.

12. Rights of Eligible Recipients and Participants; Transferability.

      12.1 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.

      12.2 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.

      12.3 Restrictions on Transfer.

            (a) Except pursuant to testamentary will or the laws of descent and
      distribution and except as expressly permitted by Section 12.3(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 subject 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 9 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 9 of the Plan) may be
      made by, the Participant's personal representative.


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            (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 12.3(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 12.3(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 12.3(b), the Participant will
      remain subject to and liable for any employment-related taxes in
      connection with the exercise of such Option.

      12.4 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.

13. 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


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<PAGE>
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.

14. 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. 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 of the Plan.

15. Effective Date and Duration of the Plan.

      The Plan became effective as of January 29, 2002, the date it was adopted
by the Board. The Plan will terminate at midnight on January 29, 2012, 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.

16. Miscellaneous.

      16.1 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.

      16.2 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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