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                                                                   EXHIBIT 10.28

                             WEBLINK WIRELESS, INC.

                          2000 FLEXIBLE INCENTIVE PLAN


         SECTION 1. PURPOSE OF THIS PLAN

         The purpose of the WebLink Wireless, Inc. 2000 Flexible Incentive Plan
is to strengthen WebLink Wireless, Inc., a Delaware corporation (the
"Corporation"), by providing eligible individuals who are responsible for the
management, growth and financial success of the Corporation or who otherwise
render valuable services to the Corporation with the opportunity to acquire a
proprietary interest, or increase their proprietary interest, in the Corporation
and thereby providing a means of attracting competent personnel and encouraging
them to remain in the service of the Corporation. To achieve this purpose,
eligible Persons may receive Stock Options, Stock Appreciation Rights,
Restricted Stock, Performance Awards, Dividend Equivalent Rights, Phantom Stock
and any other Awards (as such terms are hereinafter defined), or any combination
thereof.

         SECTION 2. DEFINITIONS

         As used in this Plan, the following terms shall have the meanings set
forth below unless the context otherwise requires:

                  2.1 "Award" shall mean the grant of a Stock Option, a Stock
         Appreciation Right, Restricted Stock, a Performance Award, a Dividend
         Equivalent Right, Phantom Stock or any other grant of incentive
         compensation pursuant to this Plan.

                  2.2 "Board" shall mean the Board of Directors of the
         Corporation, as the same may be constituted from time to time.

                  2.3 "Cause" shall mean either

                      (a) termination of a Participant's Service with the
                  Corporation or a Subsidiary upon the occurrence of one or more
                  of the following events as determined in the sole discretion
                  of the Committee:

                          (i) The Participant's failure to substantially perform
                      such Participant's duties with the Corporation or any
                      Parent or Subsidiary Corporation as determined by the
                      Committee in its sole discretion following receipt by the
                      Participant of written notice of such failure and the
                      Participant's failure to remedy such failure within thirty
                      (30) days after receipt of such notice (other than a
                      failure resulting from the Participant's incapacity due to
                      physical or mental illness or injury);

                          (ii) The Participant's willful failure or refusal to
                      perform specific directives of the Board, which directives
                      are consistent with the scope and nature of the
                      Participant's duties and responsibilities, and which are
                      not



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                      remedied by the Participant within thirty (30) days after
                      being notified in writing of such Participant's failure by
                      the Board;

                          (iii) The Participant's conviction of a felony; or

                          (iv) A breach of the Participant's fiduciary duty to
                      the Corporation or any Parent or Subsidiary Corporation or
                      willful violation in the course of performing the
                      Participant's duties for the Corporation or any Parent or
                      Subsidiary Corporation of any law, rule or regulation
                      (other than traffic violations or other minor offenses).
                      No act or failure to act on the Participant's part shall
                      be considered willful unless done or omitted to be done in
                      bad faith and without reasonable belief that the action or
                      omission was in the best interest of the Corporation or
                      any Parent or Subsidiary Corporation; or

                      (b) such other definition of Cause as may be approved by
                  the Committee in connection with a specific Award (such
                  alternative definition to be included in the agreement
                  evidencing such Award).

                  2.4 "Change in Control" means either

                           (a) the acquisition of fifty percent (50%) or more of
                  the Corporation's outstanding voting stock pursuant to a
                  tender or exchange offer made by a person or group of related
                  persons (other than the Corporation or a person that directly
                  or indirectly controls, is controlled by or is under common
                  control with the Corporation) which the Board does not
                  recommend to the stockholders; or

                           (b) such other definition of Change in Control as may
                  be approved by the Committee in connection with a specific
                  Award (such alternative definition to be included in the
                  agreement evidencing such Award).

                  2.5 "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time (or any successor to such legislation).

                  2.6 "Committee" shall mean the committee established by the
         Board to administer the Plan, as such Committee may be constituted from
         time to time; provided, however, membership on the Committee shall be
         limited to "non-employee directors" (as such term is defined in Rule
         16b-3 (or any successor to such rule) promulgated under the Exchange
         Act) who are also "outside directors", as required pursuant to Section
         162(m) of the Code and such Treasury regulations as may be promulgated
         thereunder; and provided further, the Committee will consist of not
         less than two (2) directors. All members of the Committee will serve at
         the pleasure of the Board. If no committee is established by the Board,
         the Board will be deemed to be the "Committee" for purposes of this
         Plan.



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                  2.7 "Common Stock" shall mean the shares of the Corporation's
         authorized but unissued or reacquired Class A convertible common stock,
         par value $.0001 per share.

                  2.8 "Corporation" shall have the meaning set forth in Section
         1 of this Plan.

                  2.9 "Corporate Transaction" shall mean one or more of the
         following stockholder-approved transactions:

                           (a) a merger or consolidation in which the
                  Corporation is not the surviving entity, provided securities
                  possessing fifty percent (50%) or more of the total combined
                  voting power of the Corporation's outstanding voting
                  securities are transferred to a person or persons different
                  from those who held such securities immediately prior to such
                  transaction;

                           (b) the sale, transfer or other disposition of all or
                  substantially all of the assets of the Corporation other than
                  in the ordinary course of business; or

                           (c) any reverse merger in which the Corporation is
                  the surviving entity but in which securities possessing fifty
                  percent (50%) or more of the total combined voting power of
                  the Corporation's outstanding voting securities are
                  transferred to a person or persons different from those who
                  held such securities immediately prior to such merger.

                  In no event shall any merger, consolidation or other
         reorganization involving the Corporation be deemed to constitute a
         Corporate Transaction if the primary purpose of such transaction is
         either to change the State in which the Corporation is incorporated or
         to create a holding-company structure whereby the Corporation's
         stockholders of record become the stockholders of the holding company.

                  2.10 "Designated Beneficiary" shall mean the beneficiary
         designated by a Participant, in a manner authorized by the Committee,
         to exercise the rights of such Participant in the event of such
         Participant's death. In the absence of an effective designation by a
         Participant, the Designated Beneficiary shall be such Participant's
         estate.

                  2.11 "Director" shall mean any member of the Board.

                  2.12 "Disability" shall mean, with respect to any Incentive
         Stock Option, permanent and total inability to engage in any
         substantial gainful activity, even with reasonable accommodation, by
         reason of any medically determinable physical or mental impairment
         which has lasted or can reasonably be expected to last without material
         interruption for a period of not less than twelve (12) months, as
         determined in the sole discretion of the Committee, and except as
         otherwise agreed upon by a Participant and the Committee. With respect
         to any Award other than an Incentive Stock Option, "Disability" shall
         mean, except as otherwise agreed upon by a Participant and the
         Committee, the


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         inability of a Participant, as determined in the sole and absolute
         discretion of the Committee, by reason of any medically determinable
         physical or mental impairment, to engage in the performance of the
         material duties of the position in which such Participant was last
         engaged by the Corporation or a Parent or Subsidiary Corporation, for a
         period which has lasted or can reasonably be expected to last without
         material interruption for not less than twelve (12) months.

                  2.13 "Dividend Equivalent Right" shall mean the right of the
         holder thereof to receive payments based on the dividends that would
         have been paid on the number of Shares specified in an Award granting
         Dividend Equivalent Rights if the number of Shares subject to such
         Award were held by such holder on the record date for determining
         stockholders to whom dividends are payable.

                  2.14 "Effective Date" shall mean January 3, 2000.

                  2.15 "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended from time to time (or any successor to such
         legislation).

                  2.16 "Fair Market Value" shall mean with respect to the
         Shares, as of any date:

                           (a) If the Common Stock is not at the time listed or
                  admitted to trading on any national securities exchange but is
                  traded in the over-the-counter market, the Fair Market Value
                  shall be the mean between the highest bid and the lowest asked
                  prices (or, if such information is available, the closing
                  sales price) per share of Common Stock on the date in question
                  in the over-the-counter market, as such prices are reported by
                  the National Association of Securities Dealers through its
                  Nasdaq National Market System or any successor system. If
                  there are no reported bid and asked prices (or closing sales
                  price) for the Common Stock on the date in question, then the
                  mean between the highest bid and lowest asked prices (or
                  closing sales price) on the last preceding date for which such
                  quotations exist shall be determinative of Fair Market Value.

                           (b) If the Common Stock is at the time listed or
                  admitted to trading on any national securities exchange, then
                  the Fair Market Value shall be the closing sales price per
                  share of Common Stock on the date in question on the national
                  securities exchange determined by the Committee to be the
                  primary market for the Common Stock, as such price is
                  officially quoted in the composite tape of transactions on
                  such exchange. If there is no reported sale of Common Stock on
                  such exchange on the date in question, then the fair market
                  value shall be the closing sales price on the exchange on the
                  last preceding date for which such quotation exists.

                           (c) If the Common Stock is at the time neither listed
                  nor admitted to trading on any national securities exchange
                  nor traded in the over-the-counter market, or if the Committee
                  determines that the valuation provisions of subparagraphs (i)
                  and


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                  (ii) above will not result in a true and accurate valuation of
                  the Common Stock, then the Fair Market Value shall be
                  determined by the Committee after taking into account such
                  factors as the Committee shall deem appropriate under the
                  circumstances.

                  2.17 "Incentive Stock Option" shall mean any option to
         purchase Shares awarded pursuant to this Plan which qualifies as an
         "Incentive Stock Option" pursuant to Section 422 of the Code.

                  2.18 "Limited Stock Appreciation Rights" shall have the
         meaning set forth in Subsection 7.4 of this Plan.

                  2.19 "Nonqualified Stock Option" shall mean any option to
         purchase Shares awarded pursuant to this Plan that does not qualify as
         an Incentive Stock Option (including, without limitation, any option to
         purchase Shares originally designated as or intended to qualify as an
         Incentive Stock Option to the extent such option does not (for whatever
         reason) qualify as an Incentive Stock Option).

                  2.20 "Non-Share Method" shall have the meaning set forth in
         Subsection 17.13 of this Plan.

                  2.21 "Non-Tandem Stock Appreciation Right" shall mean any
         Stock Appreciation Right granted alone and not in connection with an
         Award which is a Stock Option.

                  2.22 "Optionee" shall mean any Participant who has been
         granted and holds a Stock Option awarded pursuant to this Plan.

                  2.23 "Parent Corporation" shall mean any corporation which,
         directly or indirectly, owns, at the time of the determination, stock
         possessing fifty percent (50%) or more of the total combined voting
         power of all classes of stock of the Corporation with respect to the
         election of directors generally.

                  2.24 "Participant" shall mean any Person who has been granted
         and holds an Award granted pursuant to this Plan.

                  2.25 "Performance Award" shall mean any Award granted pursuant
         to this Plan of Shares, rights based upon, payable in or otherwise
         related to Shares (including Restricted Stock) or cash, as the
         Committee or Board of Directors may determine, at the end of a
         specified performance period established by the Committee or Board of
         Directors and may include, without limitation, Performance Shares or
         Performance Units.

                  2.26 "Performance Shares" shall have the meaning set forth in
         Subsection 9.1 of this Plan.



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                  2.27 "Performance Units" shall have the meaning set forth in
         Subsection 9.1 of this Plan.

                  2.28 "Person" shall mean an individual, partnership, limited
         liability corporation, corporation, joint stock corporation, trust,
         estate, joint venture association or unincorporated organization or any
         other form of business organization.

                  2.29 "Phantom Stock" shall mean one unit granted to a
         Participant pursuant to Section 11 of this Plan which entitles the
         Participant to receive a payment in cash, Common Stock, or both, as
         specified in the Phantom Stock Agreement (as such term is defined in
         Section 11 of this Plan) on the date of conversion.

                  2.30 "Plan" shall mean this WebLink Wireless, Inc. 2000
         Flexible Incentive Plan as it may be amended from time to time.

                  2.31 "Reload Option" shall mean a Stock Option as defined in
         Subsection 6.6(b) of this Plan.

                  2.32 "Restricted Stock" shall mean any Shares granted pursuant
         to this Plan that are subject to restrictions or substantial risk of
         forfeiture, as described in Section 8 of this Plan.

                  2.33 "Securities Act" shall mean the Securities Act of 1933,
         as amended from time to time (or any successor to such legislation).

                  2.34 "Service" shall mean the performance of services for the
         Corporation or one or more Parent or Subsidiary Corporations by an
         individual in the capacity of an employee, a member of the Board or the
         board of directors of such Parent or Subsidiary Corporation, or a
         consultant, unless a different meaning is specified in the agreement
         evidencing the grant of an Award hereunder. A Participant shall be
         deemed to remain in Service for so long as such individual renders
         services to the Corporation or any Parent or Subsidiary Corporation on
         a periodic basis in the capacity of an employee, a member of the Board
         or the board of directors of such Parent or Subsidiary Corporation, or
         a consultant.

                  2.35 "Share Retention Method" shall have the meaning set forth
         in Subsection 17.13 of this Plan.

                  2.36 "Shares" shall mean shares of the Common Stock and any
         shares of capital stock or other securities hereafter issued or
         issuable upon, in respect of or in substitution or exchange for shares
         of Common Stock.

                  2.37 "Stock Appreciation Right" shall mean the right of the
         holder thereof to receive property or Shares with a Fair Market Value
         equal to or cash in an amount equal to the excess of the Fair Market
         Value of the aggregate number of Shares subject to such Stock


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         Appreciation Right on the date of exercise over the Fair Market Value
         of the aggregate number of Shares subject to such Stock Appreciation
         Right on the date of the grant of such Stock Appreciation Right (or
         such other value as may be specified in the agreement granting such
         Stock Appreciation Right). A Stock Appreciation Right may be a Tandem
         Stock Appreciation Right, Non-Tandem Stock Appreciation Right or
         Limited Stock Appreciation Right.

                  2.38 "Stock Option" shall mean any Incentive Stock Option or
         Nonqualified Stock Option.

                  2.39 "Subsidiary or Subsidiary Corporation" shall mean a
         subsidiary corporation of the Corporation, as defined in Section 424(f)
         of the Code.

                  2.40 "Tandem Stock Appreciation Right" shall mean a Stock
         Appreciation Right granted in connection with an Award which is a Stock
         Option.

         SECTION 3. ADMINISTRATION OF THIS PLAN

                  3.1 Administration. This Plan shall be administered and
         interpreted by the Committee.

                  3.2 Awards.

                      (a) Subject to the provisions of this Plan, and directions
                  from the Board, the Committee is authorized and has the full
                  power and discretion to:

                                    (i) determine the Persons to whom Awards are
                           to be granted;

                                    (ii) determine the types and combinations of
                           Awards to be granted; the number of Shares to be
                           covered by an Award; the exercise price of an Award;
                           the time or times when an Award shall be granted and
                           may be exercised; the terms, performance criteria or
                           other conditions, vesting periods or any restrictions
                           for an Award; any restrictions on Shares acquired
                           pursuant to the exercise of an Award; and any other
                           terms and conditions of an Award;

                                    (iii) interpret the provisions of this Plan;

                                    (iv) prescribe, amend and rescind rules and
                           regulations relating to this Plan;

                                    (v) determine whether, to what extent and
                           under what circumstances to provide loans from the
                           Corporation to Participants to exercise Awards
                           granted pursuant to this Plan, and the terms and
                           conditions of such loans;


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                                    (vi) rely upon employees of the Corporation
                           for such clerical and recordkeeping duties as may be
                           necessary in connection with the administration of
                           this Plan;

                                    (vii) accelerate or defer (with the consent
                           of the Participant) the vesting of any rights
                           pursuant to an Award; and

                                    (viii) make all other determinations and
                           take all other actions necessary or advisable for the
                           administration of this Plan.

                           (b) Without limiting the Board's right to amend this
                  Plan pursuant to Section 15 or the Committee's authority under
                  Subsection 3.2(a) of this Plan, the Board may take all actions
                  authorized by Subsection 3.2(a) of this Plan, including,
                  without limitation, granting such Awards pursuant to this Plan
                  as the Board may deem necessary or appropriate. In such a
                  case, the Board shall have the authority to perform all acts
                  performable by the Committee pursuant to the terms of this
                  Plan.

                  3.3 Procedures.

                           (a) Proceedings by the Board or Committee with
                  respect to this Plan will be conducted in accordance with the
                  certificate of incorporation and bylaws of the Corporation.

                           (b) All questions of interpretation and application
                  of this Plan or pertaining to any question of fact or Award
                  granted hereunder will be decided by the Committee in its
                  discretion, whose decision will be final, conclusive and
                  binding upon the Corporation and each other affected party.

         SECTION 4. SHARES SUBJECT TO PLAN

                  4.1 Limitations. The maximum number of Shares that may be
         issued with respect to all Awards, including Incentive Stock Options,
         granted pursuant to this Plan shall not exceed 3,000,000 Shares.

                      (a) Shares subject to (i) the portion of one or more
                  outstanding Stock Options which are not exercised prior to
                  expiration or termination and (ii) outstanding Stock Options
                  cancelled in accordance with the cancellation-regrant
                  provisions of Section 6.6 will be available for subsequent
                  Awards granted under this Plan. The Shares which shall not be
                  available for subsequent Stock Option grants under this Plan
                  include (1) Shares subject to an Award surrendered under this
                  Plan in connection with a Change in Control and (2) Shares
                  issued pursuant to this Plan (whether as vested or unvested
                  Shares) which are repurchased by the Corporation.



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                      (b) In the event that the Committee shall determine that
                  any dividend or other distribution (whether in the form of
                  shares of Common Stock or other securities), recapitalization,
                  stock split, reverse stock split, reorganization, merger,
                  consolidation, split-up, spin-off, combination, repurchase or
                  exchange of securities of the Corporation, or other similar
                  corporate transaction or event affects the benefits or
                  potential benefits intended to be made available under this
                  Plan such that an adjustment is determined by the Committee to
                  be appropriate in order to prevent dilution or enlargement of
                  the benefits or potential benefits intended to be made
                  available under this Plan, then the Committee may, in such
                  manner as it may deem equitable, adjust any or all of (i) the
                  number of Shares subject to this Plan and which thereafter may
                  be made the subject of Awards under this Plan, (ii) the number
                  of Shares subject to outstanding Awards, (iii) the nature of
                  the consideration (including, without limitation, other
                  securities of the Corporation, securities of another entity
                  and/or other property) to be received upon exercise of an
                  Award and/or (iv) the grant, purchase or exercise price with
                  respect to any Award, or, if deemed appropriate, make
                  provisions for a cash payment to the holder of an outstanding
                  Award; provided, however, in each case, that with respect to
                  Incentive Stock Options no such adjustment shall be authorized
                  to the extent that such adjustment would cause this Plan to
                  violate Section 422(b)(1) or 424(a) of the Code or any
                  successor provisions thereto; and provided further, however,
                  that the number of Shares subject to any Stock Option payable
                  or denominated in Shares shall always be a whole number.
                  Notwithstanding the foregoing, Nonqualified Stock Options
                  shall be subject to only such adjustment as shall be necessary
                  to maintain the proportionate interest of the Optionee and
                  preserve, without exceeding, the value of such Stock Option,
                  unless increased or decreased by reason of changes in the
                  capitalization of the Corporation as hereinafter provided or
                  by amendment of this Plan. The Shares issued pursuant to this
                  Plan may be authorized but unissued Shares, or (except as
                  noted in Subsection 4.1(a)) they may be issued Shares which
                  have been reacquired by the Corporation.

         SECTION 5. ELIGIBILITY

         Eligibility for participation in this Plan shall be confined to those
individuals who are key employees (including officers and Directors) of the
Corporation (or its Parent or Subsidiary Corporations), Directors or consultants
who render services which contribute to the success and growth of the
Corporation or its Parent or Subsidiary Corporations or which may reasonably be
anticipated to contribute to the future success and growth of the Corporation
(or its Parent or Subsidiary Corporations). In making any determination as to
Persons to whom Awards shall be granted, the type of Award and/or the number of
Shares to be covered by the Award, the Committee shall consider the position and
responsibilities of the Person; the importance of the Person to the Corporation;
the duties of the Person; the past, present and potential contributions of the
Person to the growth and success of the Corporation; and such other factors as
the Committee may deem relevant in connection with accomplishing the purposes of
this Plan.


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         SECTION 6. STOCK OPTIONS

                  6.1 Grants. The Committee may grant Stock Options alone or in
         addition to other Awards granted pursuant to this Plan to any eligible
         Person. Each Person so selected shall be offered a Stock Option to
         purchase the number of Shares determined by the Committee. The
         Committee shall specify whether such Stock Option is an Incentive Stock
         Option or Nonqualified Stock Option and any other terms or conditions
         relating to such Award. To the extent that any Stock Option designated
         as an Incentive Stock Option does not qualify as an Incentive Stock
         Option (whether because of its provisions, the failure of the
         stockholders of the Corporation to authorize the issuance of Incentive
         Stock Options, the time or manner of its exercise or otherwise), such
         Stock Option or the portion thereof which does not qualify shall be
         deemed to constitute a Nonqualified Stock Option. Each Person to be
         granted a Stock Option shall enter into a written agreement with the
         Corporation, in such form as the Committee may prescribe, setting forth
         the terms and conditions (including, without limitation, the exercise
         price and vesting schedule) of the Stock Option. At any time and from
         time to time, the Optionee and the Committee may agree to modify a
         Stock Option agreement in such respects as they may deem appropriate,
         including, without limitation, the conversion of an Incentive Stock
         Option into a Nonqualified Stock Option. The Committee may require that
         an Optionee meet certain conditions before the Stock Option or a
         portion thereof may vest or be exercised, as, for example, that the
         Optionee remain in the Service of the Corporation or a Subsidiary for a
         stated period or periods of time.

                  6.2 Incentive Stock Options Limitations.

                           (a) Incentive Stock Options shall only be granted to
                  individuals who are employees of the Corporation or a Parent
                  or Subsidiary Corporation. In no event shall any individual be
                  granted Incentive Stock Options to the extent that the Shares
                  covered by any Incentive Stock Options (and any incentive
                  stock options granted pursuant to any other plans of the
                  Corporation or its Subsidiaries) that may be exercised for the
                  first time by such individual in any calendar year have an
                  aggregate Fair Market Value in excess of $100,000. For this
                  purpose, the Fair Market Value of the Shares shall be
                  determined as of the date(s) on which the Incentive Stock
                  Options are granted. To the extent a Participant holds two or
                  more such Stock Options which become exercisable for the first
                  time in the same calendar year, the foregoing limitation on
                  the exercisability thereof as Incentive Stock Options shall be
                  applied on the basis of the order in which such Stock Options
                  are granted. It is intended that the limitation on Incentive
                  Stock Options provided in this Subsection 6.2(a) be the
                  maximum limitation on Stock Options which may be considered
                  Incentive Stock Options pursuant to the Code.

                           (b) The Stock Option exercise price of an Incentive
                  Stock Option shall not be less than one hundred percent (100%)
                  of the Fair Market Value of the Shares subject to such
                  Incentive Stock Option on the date of the grant of such
                  Incentive Stock Option.


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                           (c) Notwithstanding anything herein to the contrary,
                  in no event shall any employee owning more than ten percent
                  (10%) of the total combined voting power of the Corporation or
                  any Parent or Subsidiary Corporation be granted an Incentive
                  Stock Option unless the option exercise price of such
                  Incentive Stock Option shall be at least one hundred ten
                  percent (110%) of the Fair Market Value of the Shares subject
                  to such Incentive Stock Option on the date of the grant of
                  such Incentive Stock Option.

                           (d) In no event shall any individual be granted an
                  Incentive Stock Option after the expiration of ten (10) years
                  from the date this Plan is adopted or is approved by the
                  stockholders of the Corporation (if stockholder approval is
                  required by Section 422 of the Code).

                           (e) To the extent stockholder approval of this Plan
                  is required by Section 422 of the Code, no individual shall be
                  granted an Incentive Stock Option unless this Plan is approved
                  by the stockholders of the Corporation within twelve (12)
                  months before or after the date this Plan is initially
                  adopted. In the event this Plan is amended to increase the
                  number of Shares subject to issuance upon the exercise of
                  Incentive Stock Options or to change the class of employees
                  eligible to receive Incentive Stock Options, no individual
                  shall be granted an Incentive Stock Option unless such
                  amendment is approved by the stockholders of the Corporation
                  within twelve (12) months before or after such amendment (if
                  such stockholder approval is required by Section 422 of the
                  Code).

                           (f) No Incentive Stock Option shall be granted to any
                  employee owning more than ten percent (10%) of the total
                  combined voting power of the Corporation or any Parent of
                  Subsidiary Corporation unless the term of such Incentive Stock
                  Option is equal to or less than five (5) years measured from
                  the date on which such Incentive Stock Option is granted.

                  6.3 Option Term and Price. The term of a Stock Option shall be
         for such period of time from the date of its grant as may be determined
         by the Committee; provided, however, that no Incentive Stock Option
         shall be exercisable later than ten (10) years from the date of its
         grant. The Stock Option price shall be fixed by the Committee;
         provided, however, that in no event shall the Stock Option price per
         Share be less than one hundred percent (100%) of the Fair Market Value
         of a Share.

                  6.4 Time of Exercise. No Stock Option may be exercised unless
         it is exercised prior to the expiration of its stated term.
         Furthermore, at the time of exercise, the Optionee must be, and
         continually have been since the date of grant of such Stock Option, in
         the Service of the Corporation or a Parent or Subsidiary Corporation,
         except that:

                           (a) A Stock Option may, to the extent vested as of
                  the date the Optionee's Service with the Corporation or a
                  Parent or Subsidiary Corporation ceases, be


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                  exercised during the three-month period immediately following
                  the date the Optionee's Service ceases (for any reason other
                  than death, Disability or termination for Cause) with the
                  Corporation or a Parent or Subsidiary Corporation (or within
                  such other period as may be specified in the applicable Stock
                  Option agreement); provided that, if the Stock Option has been
                  designated as an Incentive Stock Option and the Stock Option
                  agreement provides for a longer exercise period, the exercise
                  of such Stock Option after such three-month period shall be
                  treated as the exercise of a Nonqualified Stock Option;

                           (b) If the Optionee dies while in the Service of the
                  Corporation or a Subsidiary, or within three months after the
                  Optionee's Service ceases (for any reason other than
                  termination for Cause) (or within such other period as may be
                  specified in the applicable Stock Option agreement), a Stock
                  Option may, to the extent vested as of the date of the
                  Optionee's death, be exercised by the Optionee's Designated
                  Beneficiary during the twelve-month period immediately
                  following the date of the Optionee's death (or within such
                  other period as may be specified in the applicable Stock
                  Option agreement);

                           (c) If the Optionee's Service with the Corporation or
                  a Subsidiary ceases by reason of the Optionee's Disability, a
                  Stock Option, to the extent vested as of the date the
                  Optionee's Service with the Corporation or a Subsidiary
                  ceases, may be exercised during the twelve-month period
                  immediately following the date on which the Optionee's Service
                  with the Corporation or a Subsidiary ceases (or within such
                  other period as may be specified in the applicable Stock
                  Option agreement); provided that, if the Stock Option has been
                  designated as an Incentive Stock Option and the Stock Option
                  agreement provides for a longer exercise period, the exercise
                  of such Stock Option after such twelve-month period shall be
                  treated as the exercise of a Nonqualified Stock Option; and

                           (d) If the Optionee's Service is terminated for
                  Cause, all Stock Options held by such Optionee shall
                  simultaneously terminate and will no longer be exercisable.

         Nothing contained in this Subsection 6.4 will be deemed to extend the
         term of a Stock Option or to revive any Stock Option which has
         previously lapsed or been canceled, terminated or surrendered.
         Notwithstanding the foregoing, however, the Committee shall have full
         power and authority to extend (either at the time the Stock Option is
         granted or at any time while the Stock Option remains outstanding) the
         period of time for which the Stock Option is to remain exercisable
         following an Optionee's cessation of Service, from the period set forth
         in the agreement evidencing the grant of the Stock Option to such
         greater period of time as the Committee may deem appropriate under the
         circumstances. In no event, however, shall a Stock Option be
         exercisable after the specified expiration date of the Stock Option.



                                      -12-

<PAGE>   13



                  6.5 Vesting of Stock Options.

                           (a) Each Stock Option granted pursuant to this Plan
                  may only be exercised to the extent that the Optionee vested
                  in such Stock Option. Each Stock Option shall vest separately
                  in accordance with the Stock Option vesting schedule
                  determined by the Committee, which will be incorporated in the
                  Stock Option agreement entered into between the Corporation
                  and such Optionee. The Stock Option vesting schedule may be
                  accelerated if, in the sole discretion of the Committee, the
                  acceleration of the Stock Option vesting schedule would be in
                  the best interests of the Corporation. Notwithstanding the
                  foregoing, except as provided or permitted pursuant to
                  Subsection 6.5(c) or Section 14 of this Plan, no Stock Option
                  may vest prior to the first anniversary of the date on which
                  it is granted.

                           (b) In the event of the dissolution or liquidation of
                  the Corporation, each Stock Option granted pursuant to this
                  Plan shall terminate as of a date to be fixed by the
                  Committee; provided, however, that not less than thirty (30)
                  days written notice of the date so fixed shall be given to
                  each Optionee. Upon the date fixed by the Committee, any
                  unexercised Stock Options shall terminate and be of no further
                  effect.

                           (c) The Committee may provide in the Stock Option
                  agreement that some or all of a Stock Option shall vest upon
                  the occurrence of a Change in Control.

                  6.6 Manner of Exercise of Stock Options.

                           (a) Except as otherwise provided in this Plan, Stock
                  Options may be exercised as to Shares only in amounts and at
                  intervals of time specified in the written Stock Option
                  agreement between the Corporation and the Optionee. Each
                  exercise of a Stock Option, or any part thereof, shall be
                  evidenced by a written notice delivered by the Optionee to the
                  Corporation. The purchase price of the Shares as to which a
                  Stock Option shall be exercised shall be paid in full at the
                  time of exercise, and may be paid to the Corporation either:

                                    (i) in cash (including check acceptable to
                           the Corporation, bank draft or money order); or

                                    (ii) by other consideration deemed
                           acceptable by the Committee in its sole discretion.

                           (b) If an Optionee delivers Shares (including Shares
                  of Restricted Stock) already owned by the Optionee full or
                  partial payment of the exercise price for any Stock Option, or
                  if the Optionee elects to have the Corporation retain that
                  number of Shares out of the Shares being acquired through the
                  exercise of the Stock Option having a Fair Market Value equal
                  to the exercise price of the Stock Option being


                                      -13-

<PAGE>   14



                  exercised, the Committee may, in its sole discretion,
                  authorize the grant of a new Stock Option (a "Reload Option")
                  for that number of Shares equal to the number of already owned
                  Shares surrendered (including Shares of Restricted Stock) or
                  newly acquired Shares being retained by the Corporation in
                  payment of the Stock Option exercise price of the underlying
                  Stock Option being exercised. The grant of a Reload Option
                  will become effective upon the exercise of the underlying
                  Stock Option. The Stock Option exercise price of the Reload
                  Option shall be the Fair Market Value of a Share on the
                  effective date of the grant of the Reload Option. Each Reload
                  Option shall be exercisable no later than the time when the
                  underlying stock option being exercised could be last
                  exercised. The Committee may also specify additional terms,
                  conditions and restrictions for the Reload Option and the
                  Shares to be acquired upon the exercise thereof.

                           (c) An Optionee shall not have any of the rights of a
                  stockholder of the Corporation with respect to the Shares
                  subject to a Stock Option except to the extent that such Stock
                  Option is exercised and one or more certificates representing
                  such Shares shall have been delivered to the Optionee.

                  6.7 Limited Surrender Rights.

                      (a) Should a Change in Control occur at a time when the
                  Corporation's outstanding capital stock is registered under
                  Section 12 of the Exchange Act, then each Participant who is
                  at the time an officer or director of the Corporation subject
                  to the short-swing profit restrictions of the Federal
                  securities laws shall have the right to surrender any or all
                  Stock Options held by such individual under this Plan, to the
                  extent such Stock Options are at the time exercisable for
                  vested shares. In return for each surrendered Stock Option,
                  the officer or director shall receive an appreciation
                  distribution from the Corporation in an amount equal to the
                  excess of (i) the aggregate Acquisition Price (as such term is
                  hereinafter defined) of the number of shares in which such
                  individual is at the time vested under the surrendered Stock
                  Option over (ii) the aggregate Stock Option price payable for
                  such vested shares. Such limited surrender right shall be
                  exercisable for a period not to exceed thirty (30) days
                  following the completion of the Change in Control. The
                  distribution to which such Optionee shall become entitled upon
                  the Stock Option surrender shall be made entirely in cash. The
                  surrender of Stock Options to the Corporation pursuant to this
                  Subsection 6.7 is specifically approved by the Board and, if
                  necessary to exempt such surrender from Section 16(b) of the
                  Exchange Act, the Board shall take any additional action
                  necessary for such approval to comply with the requirements of
                  Rule 16b-3(e) promulgated under the Exchange Act.

                      (b) The "Acquisition Price" per share of the vested Common
                  Stock subject to the surrendered Stock Option shall be deemed
                  to be equal to the greater of (i) the Fair Market Value per
                  share on the date of surrender or (ii) the highest reported
                  price per share paid in effecting the Change in Control of the
                  Corporation's


                                      -14-

<PAGE>   15



                  outstanding voting stock. However, if the surrendered Stock
                  Option is an Incentive Option, then the Acquisition Price of
                  the vested shares subject to the surrendered Stock Option
                  shall not exceed the Fair Market Value per share on the date
                  of surrender.

         SECTION 7. STOCK APPRECIATION RIGHTS

                  7.1 Grants. The Committee may grant to any eligible Person
         either Non-Tandem Stock Appreciation Rights or Tandem Stock
         Appreciation Rights. Stock Appreciation Rights shall be subject to such
         terms and conditions as the Committee shall impose. The grant of the
         Stock Appreciation Right may provide that the holder will be paid for
         the value of the Stock Appreciation Right either in cash or in Shares,
         or a combination thereof, at the sole discretion of the Committee. In
         the event of the exercise of a Stock Appreciation Right payable in
         Shares, the holder of the Stock Appreciation Right shall receive that
         number of whole Shares having an aggregate Fair Market Value on the
         date of exercise equal to the value obtained by multiplying (a) either
         (i) in the case of a Tandem Stock Appreciation Right, the difference
         between the Fair Market Value of a Share on the date of exercise over
         the per share exercise price of the related Stock Option, or (ii) in
         the case of a Non-Tandem Stock Appreciation Right, the difference
         between the Fair Market Value of a Share on the date of exercise over
         the Fair Market Value on the date of the grant by (b) the number of
         Shares as to which the Stock Appreciation Right is exercised. However,
         notwithstanding the foregoing, the Committee, in its sole discretion,
         may place a ceiling on the amount payable upon exercise of a Stock
         Appreciation Right, but any such limitation shall be specified at the
         time that the Stock Appreciation Right is granted.

                  7.2 Exercisability. A Tandem Stock Appreciation Right granted
         in connection with an Incentive Stock Option (a) may be exercised at,
         and only at, the times and to the extent the related Incentive Stock
         Option is exercisable, (b) will expire upon the termination of the
         related Incentive Stock Option, (c) may not exceed 100% of the
         difference between the exercise price of the related Incentive Stock
         Option and the Fair Market Value of the Shares subject to the related
         Incentive Stock Option at the time the Tandem Stock Appreciation Right
         is exercised and (d) may be exercised at, and only at, such times as
         the Fair Market Value of the Shares subject to the related Incentive
         Stock Option exceeds the exercise price of the related Incentive Stock
         Option. A Tandem Stock Appreciation Right may be transferred at, and
         only at, the times and to the extent the related Stock Option is
         transferable. If a Tandem Stock Appreciation Right is granted, there
         shall be surrendered and canceled from the related Stock Option at the
         time of exercise of the Tandem Stock Appreciation Right, in lieu of
         exercise pursuant to the related Stock Option, that number of Shares as
         shall equal the number of Shares as to which the Tandem Stock
         Appreciation Right shall have been exercised.

                  7.3 Certain Limitations on Non-Tandem Stock Appreciation
         Rights.  A Non-Tandem Stock Appreciation Right will be exercisable as
         provided by the Committee and will have such other terms and conditions
         as the Committee may determine.  A


                                      -15-

<PAGE>   16



         Non-Tandem Stock Appreciation Right is subject to acceleration of
         vesting or immediate termination in certain circumstances and to
         conditions on exercisability and the timing thereof in the same manner
         as Stock Options pursuant to Subsections 6.4 and 6.5 of this Plan and,
         to the extent payable in Shares, shall be entitled to the same limited
         surrender rights as Stock Options pursuant to Subsection 6.7 of this
         Plan.

                  7.4 Limited Stock Appreciation Rights. The Committee may grant
         "Limited Stock Appreciation Rights," either as Tandem Stock
         Appreciation Rights or Non-Tandem Stock Appreciation Rights. Limited
         Stock Appreciation Rights will become exercisable only upon the
         occurrence of such event as the Committee may designate at the time of
         grant or thereafter.


         SECTION 8. RESTRICTED STOCK

                  8.1 Grants. The Committee may grant Awards of Restricted Stock
         to any eligible Person for such minimum consideration, if any, as may
         be required by applicable law or such greater consideration as may be
         determined by the Committee, in its sole discretion. The terms and
         conditions of the Restricted Stock shall be specified by the grant
         agreement. The Committee, in its sole discretion, may specify any
         particular rights which the Participant to whom a grant of Restricted
         Stock is made shall have in the Restricted Stock during the restriction
         period and the restrictions applicable to the particular Award, the
         vesting schedule (which may be based on service, performance or other
         factors) and rights to acceleration of vesting (including, without
         limitation, whether non-vested Shares are forfeited or vested upon
         termination of Service). Further, the Committee may grant
         performance-based Awards consisting of Restricted Stock by conditioning
         the grant, or vesting or such other factors, such as the release,
         expiration or lapse of restrictions upon any such Award (including the
         acceleration of any such conditions or terms) of such Restricted Stock
         upon the attainment of specified performance goals or such other
         factors as the Committee may determine. The Committee shall also
         determine when the restrictions shall lapse or expire and the
         conditions, if any, pursuant to which the Restricted Stock will be
         forfeited or sold back to the Corporation. Each Award of Restricted
         Stock may have different restrictions and conditions. Unless otherwise
         set forth in the grant agreement, Restricted Stock may not be sold,
         pledged, encumbered or otherwise disposed of by the recipient until the
         restrictions specified in the Award expire. Awards of Restricted Stock
         are subject to acceleration of vesting, termination of restrictions and
         termination in the same manner as Stock Options pursuant to Subsections
         6.4 and 6.5 of this Plan, and shall be entitled to the same limited
         surrender rights as Stock Options pursuant to Subsection 6.7 of this
         Plan.

                  8.2 Awards and Certificates. Any Restricted Stock issued
         hereunder may be evidenced in such manner as the Committee, in its sole
         discretion, shall deem appropriate including, without limitation,
         book-entry registration or issuance of a stock certificate or
         certificates. In the event any stock certificate is issued in respect
         of Shares of Restricted Stock, such certificate shall bear an
         appropriate legend with respect to the restrictions


                                      -16-

<PAGE>   17



         applicable to such Award. The Corporation may retain, at its option,
         the physical custody of any stock certificate representing any awards
         of Restricted Stock during the restriction period or require that the
         certificates evidencing Restricted Stock be placed in escrow or trust,
         along with a stock power endorsed in blank, until all restrictions are
         removed or expire.

         SECTION 9. PERFORMANCE AWARDS

                  9.1 Grants. A Performance Award may consist of either or both,
         as the Committee may determine, of (a) the right to receive Shares or
         Restricted Stock, or any combination thereof as the Committee may
         determine ("Performance Shares"), or (b) the right to receive a fixed
         dollar amount payable in Shares, Restricted Stock, cash or any
         combination thereof, as the Committee may determine ("Performance
         Units"). The Committee may grant Performance Awards to any eligible
         Person, for such minimum consideration, if any, as may be required by
         applicable law or such greater consideration as may be determined by
         the Committee, in its sole discretion. The terms and conditions of
         Performance Awards shall be specified at the time of the grant and may
         include provisions establishing the performance period, the performance
         criteria to be achieved during a performance period, the criteria used
         to determine vesting (including the acceleration thereof), whether
         Performance Awards are forfeited or vest upon termination of Service
         during a performance period and the maximum or minimum settlement
         values. Each Performance Award shall have its own terms and conditions,
         which shall be determined in the sole discretion of the Committee. If
         the Committee determines, in its sole discretion, that the established
         performance measures or objectives are no longer suitable because of a
         change in the Corporation's business, operations, corporate structure
         or for other reasons that the Committee deems satisfactory, the
         Committee may modify the performance measures or objectives and/or the
         performance period. Awards of Performance Shares and/or Performance
         Units are subject to acceleration of vesting, termination of
         restrictions and termination in the same manner as Stock Options
         pursuant to Subsections 6.4 and 6.5 of this Plan and, to the extent
         payable in Shares, shall be entitled to the same limited surrender
         rights as Stock Options pursuant to Subsection 6.7 of this Plan.

                  9.2 Terms and Conditions. Performance Awards may be valued by
         reference to the Fair Market Value of a Share or according to any other
         formula or method deemed appropriate by the Committee, in its sole
         discretion, including, but not limited to, achievement of specific
         financial, production, sales, cost or earnings performance objectives
         that the Committee believes to be relevant or the Corporation's
         performance or the performance of the Common Stock measured against the
         performance of the market, the Corporation's industry segment or its
         direct competitors. Performance Awards may also be conditioned upon the
         applicable Participant remaining in the Service of the Corporation or
         one of its Subsidiaries for a specified period. Performance Awards may
         be paid in cash, Shares (including Restricted Stock) or other
         consideration, or any combination thereof. Performance Awards may be
         payable in a single payment or in installments and may be payable at a
         specified date or dates or upon attaining the performance objective or
         objectives, all at the sole discretion of the Committee. The extent to
         which any applicable performance


                                      -17-

<PAGE>   18

objective has been achieved shall be conclusively determined by the Committee in
its sole discretion.

         SECTION 10. DIVIDEND EQUIVALENT RIGHTS

         The Committee may grant a Dividend Equivalent Right to any eligible
Person, either as a component of another Award or as a separate Award, and, in
general, each such Participant awarded a Dividend Equivalent Right that is
outstanding on a dividend record date for the Common Stock shall be credited
with an amount equal to the cash or stock dividends or other distributions that
would have been received had the Shares subject to the Award been issued and
outstanding on the dividend record date. The terms and conditions of the
Dividend Equivalent Right shall be specified in a dividend equivalent right
agreement which evidences such Award. Dividend Equivalent Rights may be settled
in cash or Shares, or a combination thereof, in a single payment or in
installments. A Dividend Equivalent Right granted as a component of another
Award may provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement or payment for or lapse of restrictions on such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled pursuant to the same conditions as such other Award. A Dividend
Equivalent Right granted as a component of another Award may also contain terms
and conditions different from such other Award.

         SECTION 11. PHANTOM STOCK

         The Committee may grant to any eligible Person shares of Phantom Stock.
Such grant shall be evidenced by an agreement (the "Phantom Stock Agreement"),
in such form as is approved by the Committee, between the Corporation and the
Participant. Each Phantom Stock Agreement shall set forth the date of grant of
the shares of Phantom Stock, the number of shares of Phantom Stock awarded, the
period during which the shares of Phantom Stock shall vest, and the period
during which the shares of Phantom Stock shall be convertible, in whole or in
part, and redeemed for payment (the "Conversion Period").

          Vested shares of Phantom Stock that are convertible in accordance with
the applicable Phantom Stock Agreement, or in accordance with the terms of this
Plan, may be converted by a Participant into cash, Common Stock, or both, only
in accordance with this Section 11 and the terms and conditions of the
applicable Phantom Stock Agreement. To convert vested, convertible shares of
Phantom Stock, a Participant must deliver or mail to the Committee a written
notice of conversion stating the number of shares of Phantom Stock to be
converted. Such conversion shall be effective on the date of receipt by the
Committee (the "Conversion Date"). Upon receipt by the Committee of a proper
written notice of conversion of a Participant, the Participant shall be entitled
to receive, at the time and in the manner set forth in the applicable Phantom
Stock Agreement (a) an amount in cash equal to the aggregate Fair Market Value
on the Conversion Date of the shares converted or (b) shares of Common Stock
equal in number to the number of shares of Phantom Stock converted. The
Corporation shall satisfy its obligation upon conversion of shares of Phantom
Stock by either making a distribution in cash or by distributing the requisite
number of shares of Common Stock. The method of settlement and the time of
payment shall be set forth in the applicable


                                      -18-

<PAGE>   19



Phantom Stock Agreement. Awards of shares of Phantom Stock are subject to
acceleration of vesting or immediate termination in certain circumstances and to
conditions on exercisability and the timing thereof in the same manner as Stock
Options pursuant to Subsections 6.4 and 6.5 of this Plan and, to the extent
payable in Shares, shall be entitled to the same limited surrender rights as
Stock Options pursuant to Subsection 6.7 of this Plan.

         SECTION 12. OTHER AWARDS

         The Committee may grant to any eligible Person other forms of Awards
based upon, payable in or otherwise related to, in whole or in part, Shares, if
the Committee, in its sole discretion, determines that such other form of Award
is consistent with the purposes of this Plan. The terms and conditions of such
other form of Award shall be specified in a written agreement which sets forth
the terms and conditions of such Award, including, but not limited to, the
price, if any, and the vesting schedule, if any, of such Award. Such Awards may
be granted for such minimum consideration, if any, as may be required by
applicable law or for such other greater consideration as may be determined by
the Committee, in its sole discretion.

         SECTION 13. COMPLIANCE WITH SECURITIES AND OTHER LAWS

         As a condition to the issuance or transfer of any Award or any security
issuable in connection with such Award, the Corporation may require an opinion
of counsel, satisfactory to the Corporation, to the effect that (a) such
issuance and/or transfer will not be in violation of the Securities Act or any
other applicable securities laws and (b) such issuance and/or transfer will not
be in violation of the rules and regulations of any securities exchange or
automated quotation system on which the Common Stock is listed or admitted to
trading. Further, the Corporation may refrain from issuing, delivering or
transferring any Award or any security issuable in connection with such Award
until the Committee has determined that such issuance, delivery or transfer will
not violate such securities laws or rules and regulations and that the recipient
has tendered to the Corporation any federal, state or local tax owed as a result
of such issuance, delivery or transfer, when the Corporation has a legal
liability to satisfy such tax. The Corporation shall not be liable for damages
due to delay in the issuance, delivery or transfer of any Award or any security
issuable in connection with such Award or any agreement, instrument or
certificate evidencing such Award or security for any reason whatsoever,
including, but not limited to, a delay caused by the listing requirements of any
securities exchange or automated quotation system or any registration
requirements under the Securities Act, the Exchange Act, or under any other
state or federal law, rule or regulation. Except as may be set forth in an
agreement evidencing the grant of an Award, the Corporation is under no
obligation to take any action or incur any expense to register or qualify the
issuance, delivery or transfer of any Award or any security issuable in
connection with such Award under applicable securities laws or to perfect any
exemption from such registration or qualification or to list any security on any
securities exchange or automated quotation system. Furthermore, the Corporation
will have no liability to any person for refusing to issue, deliver or transfer
any Award or any security issuable in connection with such Award if such refusal
is based upon the foregoing provisions of this Section 13. As a condition to any
issuance, delivery or transfer of any Award or any security issuable in
connection with such Award, the Corporation may place legends on any agreement,
instrument or


                                      -19-
<PAGE>   20



certificate evidencing such Award or security; issue stop transfer orders with
respect thereto; require such market stand-off, lockup, or similar agreements or
undertakings as the Corporation deems necessary or desirable; and require such
agreements or undertakings as the Corporation may deem necessary or advisable to
assure compliance with applicable laws or regulations, including, if the
Corporation or its counsel deems it appropriate, representations from the
recipient of such Award or security to the effect that such recipient is
acquiring such Award or security solely for investment and not with a view to
distribution and that no distribution of the Award or the security will be made
unless registered pursuant to applicable federal and state securities laws, or
in the opinion of counsel to the Corporation, such registration is unnecessary.

         SECTION 14. ADJUSTMENTS UPON THE OCCURRENCE OF A CORPORATE
                     TRANSACTION

               (a)   In the event of any Corporate Transaction, except as
         otherwise provided in the agreement evidencing the grant of an Award
         hereunder, each Award outstanding under this Plan shall automatically
         accelerate so that each such Award shall, immediately prior to the
         specified effective date for such Corporate Transaction, become fully
         exercisable, convertible or payable and may be exercised or converted,
         as the case may be, to the extent of all or any portion of such Award.

               (b)   Upon the consummation of the Corporate Transaction, except
         as otherwise provided in the agreement evidencing the grant of an Award
         hereunder, each Award outstanding under this Plan shall terminate and
         cease to be exercisable.

               (c)   The exercisability as incentive stock options under the
         Federal tax laws of any Incentive Stock Options accelerated in
         connection with the Corporate Transaction shall remain subject to the
         applicable dollar limitation of Subsection 6.2(a) of this Plan.

               (d)   The grant of Awards under this Plan shall in no way affect
         the legal right of the Corporation to adjust, reclassify, reorganize or
         otherwise change its capital or business structure or to merge,
         consolidate, dissolve, liquidate or sell or transfer all or any part of
         its business or assets.

         SECTION 15. AMENDMENT OR TERMINATION OF THIS PLAN

               15.1  Amendment of This Plan. Notwithstanding anything contained
         in this Plan to the contrary, all provisions of this Plan (including,
         without limitation, the maximum number of Shares that may be issued
         with respect to Awards to be granted pursuant to this Plan) may at any
         time or from time to time be modified or amended by the Board;
         provided, however, that no Award at any time outstanding pursuant to
         this Plan may be modified, impaired or canceled adversely to the holder
         of the Award without the consent of such holder. Without limiting the
         generality of the foregoing, the Board is authorized to amend this Plan
         to the extent it deems necessary to comply with Rule 16b-3 (or any
         successor to such rule) promulgated under the Exchange Act, and to make
         any other amendments deemed


                                      -20-

<PAGE>   21



         necessary or appropriate to better accomplish the purposes of this Plan
         in light of any amendments made to Rule 16b-3 (or any successor to such
         rule).

               15.2  Termination of This Plan. The Board may suspend or
         terminate this Plan at any time, and such suspension or termination may
         be retroactive or prospective. Termination of this Plan shall not
         impair or affect any Award previously granted hereunder and the rights
         of the holder of the Award shall remain in effect until the Award has
         been exercised in its entirety or has expired or otherwise has been
         terminated by the terms of such Award.


         SECTION 16. AMENDMENTS AND ADJUSTMENTS TO AWARDS

         The Committee may amend, modify or terminate any outstanding Award with
the Participant's consent at any time prior to payment or exercise in any manner
not inconsistent with the terms of this Plan, including, without limitation, to
change the date or dates as of which and/or the terms and conditions pursuant to
which (i) a Stock Option becomes exercisable or (ii) a Performance Award is
deemed earned. The Committee may also make adjustments in the terms and
conditions of, and the criteria included in agreements evidencing Awards in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 14 hereof) affecting the Corporation, or the
financial statements of the Corporation or any Parent Corporation or Subsidiary
Corporation, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate to prevent reduction or enlargement of the benefits or potential
benefits intended to be made available pursuant to this Plan. Without limiting
the generality of the foregoing, the Committee is authorized to modify any Award
to the extent it deems necessary to comply with Rule 16b-3 (or any successor to
such rule) promulgated under the Exchange Act, and to make any other
modifications deemed necessary or appropriate to better accomplish the purposes
of this Plan in light of any amendments made to Rule 16b-3 (or any successor to
such rule).

         SECTION 17. GENERAL PROVISIONS

               17.1  No Limit on Other Compensation Arrangements. Nothing
         contained in this Plan shall prevent the Corporation from adopting or
         continuing in effect other compensation arrangements, and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

               17.2  No Right to Employment or Continuation of Relationship.
         Nothing in this Plan or in any Award, nor the grant of any Award, shall
         confer upon or be construed as giving any Participant any right to
         remain in the employ of the Corporation or a Parent or Subsidiary
         Corporation or to continue as a consultant or Director. Further, the
         Corporation or a Parent or Subsidiary Corporation may at any time
         dismiss a Participant from employment or terminate the relationship of
         any consultant or Director with the Corporation or any Parent or
         Subsidiary Corporation, free from any liability or any claim pursuant
         to this


                                      -21-

<PAGE>   22



         Plan, unless otherwise expressly provided in this Plan or in any
         agreement evidencing an Award made under this Plan. No consultant,
         Director or employee of the Corporation or any Parent or Subsidiary
         Corporation shall have any claim to be granted any Award, and there is
         no obligation for uniformity of treatment of any consultant, Director
         or employee of the Corporation or any Parent or Subsidiary Corporation
         or of any Participants.

                  17.3 GOVERNING LAW. EXCEPT AS TO MATTERS RELATING TO THE
         INTERNAL AFFAIRS OF THE CORPORATION WHICH SHALL BE GOVERNED BY THE
         DELAWARE GENERAL CORPORATION LAW, THE VALIDITY, CONSTRUCTION AND EFFECT
         OF THIS PLAN AND ANY RULES AND REGULATIONS RELATING TO THIS PLAN SHALL
         BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
         WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF AND
         WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR
         PERFORMANCE IN DALLAS COUNTY, TEXAS.

                  17.4 Severability. If any provision of this Plan or any Award
         is or becomes or is deemed to be invalid, illegal or unenforceable in
         any jurisdiction or as to any individual or Award, or would disqualify
         this Plan or any Award under any law deemed applicable by the
         Committee, such provision shall be construed or deemed amended to
         conform to applicable law, or if it cannot be construed or deemed
         amended without, in the sole determination of the Committee, materially
         altering the intent of this Plan or the Award, such provision shall be
         stricken as to such jurisdiction, individual or Award and the remainder
         of this Plan and any such Award shall remain in full force and effect.

                  17.5 No Fractional Shares. No fractional Shares shall be
         issued or delivered pursuant to this Plan or any Award, and the
         Committee shall determine, in its discretion, whether cash, 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.

                  17.6 Headings. Headings are given to the Sections and
         Subsections of this 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 this Plan or any
         provision thereof.

                  17.7 Effective Date. The provisions of this Plan that relate
         to the grant of Incentive Stock Options shall be effective as of the
         date of the approval of this Plan by the stockholders of the
         Corporation.

                  17.8 Transferability of Awards. Awards shall not be
         transferable otherwise than by will or the laws of descent and
         distribution without the written consent of the Committee (which may be
         granted or withheld at the sole discretion of the Committee). Awards
         may be exercised, during the lifetime of the holder, only by the
         holder. Any attempted


                                      -22-

<PAGE>   23



         assignment, transfer, pledge, hypothecation or other disposition of an
         Award contrary to the provisions hereof, or the levy of any execution,
         attachment or similar process upon an Award shall be null and void and
         without effect.

                  17.9 Rights of Participants. Except as hereinbefore expressly
         provided in this Plan, any Person to whom an Award is granted shall
         have no rights by reason of any subdivision or consolidation of stock
         of any class or the payment of any stock dividend or any other increase
         or decrease in the number of shares of stock of any class or by reason
         of any dissolution, liquidation, reorganization, merger or
         consolidation or spinoff of assets or stock of another corporation, and
         any issue by the Corporation of shares of stock of any class or
         securities convertible into shares of stock of any class shall not
         affect, and no adjustment by reason thereof shall be made with respect
         to, the number or exercise price of Shares subject to an Award.

                  17.10 No Limitation Upon the Rights of the Corporation. The
         grant of an Award pursuant to this Plan shall not affect in any way the
         right or power of the Corporation to make adjustments,
         reclassifications, or changes of its capital or business structure; to
         merge, convert or consolidate; to dissolve or liquidate; or sell or
         transfer all or any part of its business or assets.

                  17.11 No Liability for Good Faith Determinations. Neither the
         members of the Board nor any member of the Committee shall be liable
         for any action, failure to act, omission or determination taken or made
         in good faith with respect to this Plan or any Award granted hereunder.

                  17.12 Execution of Receipts and Releases. Any payment or any
         issuance or transfer of shares of Common Stock to a Participant, or to
         the legal representative, heir, legatee or distributee of a
         Participant, in accordance with the provisions hereof, shall, to the
         extent thereof, be in full satisfaction of all claims of such persons
         hereunder. The Committee may require any Participant, or legal
         representative, heir, legatee or distributee of a Participant, as a
         condition precedent to such payment, to execute a release and receipt
         therefor in such form as it shall determine.

                  17.13 Withholding Obligation. The amount, as determined by the
         Committee, of any federal, state or local tax required to be withheld
         by the Corporation upon the grant, exercise, settlement, conversion,
         redemption, or otherwise with respect to any Award granted hereunder,
         shall, subject to the authorization of the Committee, be satisfied, at
         the election of the Participant, either (i) by payment by the
         Participant to the Corporation of the amount of such withholding
         obligation in cash or other consideration acceptable to the Committee
         in its sole discretion (the "Non-Share Method") or (ii) through either
         the retention by the Corporation of a number of Shares out of the
         Shares being acquired through the grant, exercise, settlement,
         conversion, redemption, or otherwise with respect to any Award or the
         delivery of already owned Shares having a Fair Market Value equal to
         the amount of the withholding obligation (the "Share Retention
         Method"). If a Participant elects to use the


                                      -23-
<PAGE>   24


         Share Retention Method in full or partial satisfaction of any tax
         liability resulting from the exercise of a Stock Option, the Committee
         may authorize the grant of a Reload Option for that number of Shares as
         shall equal the number of Shares used to satisfy the tax liabilities of
         the Participant arising out of the exercise of such Stock Option. Such
         Reload Option will be granted at the price and on the terms set forth
         in Subsection 6.6 (b). The cash payment or an amount equal to the Fair
         Market Value of the Shares so withheld, as the case may be, shall be
         remitted by the Corporation to the appropriate taxing authorities.

                  17.14 Date of Grant of an Award. No Participant shall have any
         enforceable rights under this Plan prior to such execution and delivery
         of a written agreement hereunder. Solely for purposes of determining
         the Fair Market Value of the Shares subject to an Award, such Award
         will be deemed to have been granted as of the date specified by the
         Committee notwithstanding any delay which may elapse in executing and
         delivering the applicable agreement.



                                      -24-

<PAGE>   25


                                     FORM OF
                             PHANTOM STOCK AGREEMENT

                             WEBLINK WIRELESS, INC.
                          2000 FLEXIBLE INCENTIVE PLAN



         THIS PHANTOM STOCK AGREEMENT (the "AGREEMENT") is dated as of this____
day of ____________, 20___, between WEBLINK WIRELESS, INC., a Delaware
corporation (the "COMPANY") and _________________, an Executive of the Company
or one or more of its Subsidiaries (the "EXECUTIVE"). All capitalized terms not
otherwise defined herein or in exhibits to this Agreement shall have the meaning
set forth in the WebLink Wireless, Inc. 2000 Flexible Incentive Plan, as amended
(the "PLAN").


                              W I T N E S S E T H:

         WHEREAS, the Company desires to carry out the purposes of the Plan by
granting the Executive the opportunity to receive shares of Common Stock;

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:

         1. Grant of Shares of Phantom Stock. The Company hereby grants to
Executive_____________ shares of phantom stock (the "PHANTOM STOCK"). Each share
of Phantom Stock represents one share of Common Stock. The shares of Phantom
Stock will be granted to Executive on the following date (the "Date of Grant")
[SELECT APPLICABLE ONE]:

        [ ] the date of this Agreement

        [ ] _____________, 20___, unless, prior to the Date of Grant, the
            Executive has voluntarily resigned his employment [without Good
            Reason (as defined in Exhibit C to this Agreement)] with the
            Company] or the Company has terminated the employment of the
            Executive with the Company [for Cause (as defined in Exhibit A to
            this Agreement)].

         2. Vesting of Shares of Phantom Stock. Except as otherwise provided
herein, unless terminated hereunder, shares of Phantom Stock will vest in
accordance with the vesting schedule set forth below. The vesting of the shares
of Phantom Stock accrues only in accordance with the following vesting schedule


                                       1
<PAGE>   26


and, except as otherwise provided herein, only to the extent that the Executive
remains in the continuous employ or service of the Company or a subsidiary of
the Company.

           [INSERT VESTING SCHEDULE.]

           The events resulting in the vesting of the Phantom Stock are
hereinafter referred to as "Vesting Events".

        3.      Payment Events. [INCLUDE TO EXTENT APPLICABLE]

                  (a) To the extent not previously converted, all shares of
         Phantom Stock will be automatically converted into Common Stock,
         payable on ____________, 20___.

                  (b) A share of Phantom Stock shall be converted into a share
         of Common Stock in accordance with the terms of Sections 3 and 4 of
         this Agreement. Shares of Phantom Stock will not be converted until at
         least one Payment Event occurs. A Payment Event occurs upon [SELECT ALL
         THAT APPLY]:

         [ ] consummation of a Change in Control;

         [ ] consummation of a Change in Control in which stockholders of the
             Company receive stock of a company that has such stock listed on
             the New York Stock Exchange, NASDAQ, the American Stock Exchange or
             such other stock exchange as may be approved by the Board of
             Directors of the Company (the "BOARD") and has an equity market
             capitalization not less than $__ billion;

         [ ] the Company achieving an equity market capitalization of $___
             billion, in the absence of a Change in Control;

         [ ] [Events (which must be specifically defined) providing liquidity to
             current stockholders];

         [ ] Other: ____________________________________

                  (c) Once shares of Phantom Stock have vested, such shares may
         be forfeited by the Executive and recovered by the Company only if the
         Executive has engaged in Materially Adverse Conduct. As used herein,
         the term "Materially Adverse Conduct" will be deemed to mean that the
         Executive has committed an egregious act of intentional fraud which has
         a material adverse effect upon the Company or its successor, in each
         case, taken as a whole. In no event will the Company have the right


                                       2
<PAGE>   27


         to recover/forfeit either shares of Common Stock issued upon conversion
         of shares of Phantom Stock or proceeds from the sale of shares of
         Common Stock issued upon conversion of shares of Phantom Stock.

         4. Manner of Conversion.

                  (a) A share of Phantom Stock will be converted into a share of
         Common Stock when [SELECT APPLICABLE ONE]:

         [ ] a Vesting Event has occurred

         [ ] both a Payment Event and a Vesting Event have occurred

         with respect to such share of Phantom Stock.

                  (b) The conversion of shares of Phantom Stock into shares of
         Common Stock shall be automatic and without notice by the Executive to
         the Company. Any provision of the Plan which would otherwise require a
         written notice of conversion from the Executive to the Company shall be
         without force or effect, and the Company hereby waives its right to
         receive any such notice of conversion prior to conversion.

         5. Withholding Taxes. Unless it is unable to satisfy its withholding
obligations as provided below because of "Economic Constraint", the Company will
satisfy any federal, state or local tax required to be withheld due to the
payment of shares of Phantom Stock in accordance with the following procedures:

                  (a) the Company will compute the taxable value of the
         compensation which would be deemed to have been paid to the Executive
         if all of the shares of Phantom Stock which would otherwise be
         convertible into shares of Common Stock (but for the provisions of this
         Section 5) were converted into shares of Common Stock and were issued
         to the Executive;

                  (b) the Company will divide the aggregate taxable value
         computed pursuant to the immediately preceding clause (a) by the number
         of shares of Phantom Stock which would otherwise be convertible into
         shares of Common Stock (but for the provisions of this Section 5);

                  (c) based upon the calculation made in the immediately
         preceding clause (a), the Company will remit payment to the Internal
         Revenue Service (as a withholding tax payment) an amount equal to the
         lesser of (i) the result of applying the minimum statutory withholding
         rate to the value calculated pursuant to the immediately preceding
         clause (a) or


                                       3
<PAGE>   28


         (ii) the maximum amount that can be paid without causing Economic
         Constraint;

                  (d) the Company will divide the payment made in the
         immediately preceding clause (c) by the result of the calculation made
         in clause (b);

                  (e) the Company will subtract the result of the calculation
         made in the immediately preceding clause (d) from the number of shares
         of Common Stock which (but for the provisions of this Section 5) would
         be issuable to the Executive upon the conversion of shares of Phantom
         Stock into shares of Common Stock; and

                  (f) the Company will issue to the Executive the number of
         shares of Common Stock calculated pursuant to the immediately preceding
         clause (e).

         In the event the Company is not able to satisfy its minimum statutory
withholding obligations with respect to the conversion of shares of Phantom
Stock into shares of Common Stock due to Economic Constraint, it will remit to
the Internal Revenue Service (as a withholding tax payment) the maximum amount
which it is able to withhold and pay without Economic Constraint and the
Executive will remit to the Company, within 14 days following the later of (i)
notification by the Company to the Executive that a Payment Event has occurred
and (ii) delivery to the Executive of the shares of Common Stock into which
shares of Phantom Stock have been converted as a result of such Payment Event,
sufficient cash or other consideration acceptable to the Board to satisfy (when
aggregated with any payments made by the Company) the Company's minimum
statutory withholding obligation with respect to such conversion (such payment
being hereinafter referred to as the "EXECUTIVE WITHHOLDING TAX PAYMENT"). In
the event that the Executive is obligated to make the Executive Withholding Tax
Payment, the Company may, in its discretion, retain as security from the shares
otherwise issuable to the Executive upon conversion of shares of Phantom Stock
into Common Stock shares of Common Stock with a Fair Market Value (as
hereinafter defined) equal to the Executive Withholding Tax Payment. Any such
shares of Common Stock retained by the Company will be promptly delivered to the
Executive upon payment of the Executive Withholding Tax Payment. As used herein
the term "Fair Market Value" will be deemed to mean the closing price as of the
Trading Day immediately preceding the day on which the Payment Event occurs (or
if there is no closing price on such Trading Day, the average between the
closing bid and asked prices for the Common Stock on such Trading Day) on the
principal stock exchange or automated transaction reporting system on which the
Common Stock is then listed for trading. If the Common Stock is not then listed
for trading, the term "Fair Market Value" will be deemed to be such value as


                                       4
<PAGE>   29


may be reasonably determined by the Board. For purposes of this Agreement,
"Economic Constraint" is defined as an economic or fiscal condition of the
Company such that any such retention of such shares and/or payment of such
required withholding amount could reasonably result in the violation of any of
the Company's covenants under any credit or loan agreement to which the Company
is then a party or, in the good faith determination of the Board, could
reasonably have a material adverse effect on the Company and, in each case, the
Company is not reasonably able to promptly resell such withheld shares in the
open market.

         6. Acceleration of Vesting Dates. Notwithstanding the provisions of
Section 2 hereof but subject to delayed vesting pursuant to Section 3:

            (a) If Executive [SELECT ALL THAT APPLY]

        [ ] dies,

        [ ] is terminated without Cause,

        [ ] is terminated for disability,

        [ ] terminates this Agreement for Good Reason,

         the shares of Phantom Stock that would have vested will be vested upon
         such death or termination (such amount, the "ACCELERATED AMOUNT");
         provided, however that if Executive is terminated without Cause
         following one or more Payment Events, Executive shall be vested in the
         greater of (x) the Accelerated Amount or (y) the number of shares of
         unvested Phantom Stock that would have been convertible had they been
         vested immediately prior to such termination.

                  (b) In the event of a Change in Control which does not result
         in the occurrence of a Payment Event and which would result in the
         Common Stock not being publicly traded and the stockholders of the
         Company receiving consideration other than solely cash, the Company may
         cancel unvested and unconverted shares of Phantom Stock in exchange (i)
         in the circumstance in which securities are issued to the stockholders
         of the Company in connection with the Change in Control, for the
         securities received by the stockholders of the Company or (ii) in all
         other circumstances, for such other consideration as the Board may
         equitably determine to have a value equal to the value of the canceled
         shares of Phantom Stock; provided, however, any such securities
         received shall not be transferable except in such circumstances as
         shares of Common Stock would otherwise be transferable to Executive
         under this Agreement or under the Stockholders Agreement.


                                       5
<PAGE>   30


         7. No Contract. This Agreement does not constitute a contract for
employment or service and shall not affect the right of the Company to terminate
Executive's employment or service for any reason or no reason whatsoever.

         8. Rights as Stockholder. This grant of shares of Phantom Stock shall
not entitle Executive to any rights of a stockholder of the Company or to any
notice of proceedings of the Company with respect to any shares of Common Stock
payable upon these shares of Phantom Stock unless and until the shares of
Phantom Stock have been converted into such shares of Common Stock and such
shares have been registered in the Executive's name upon the stock records of
the Company.

         9. Restriction on Issuance of Shares. The Company shall not be required
to issue or deliver any certificates for shares payable upon the conversion of a
share of Phantom Stock prior to: (a) the obtaining of any approval from any
governmental agency which the Company shall, in its reasonable discretion,
determine to be necessary or advisable; and (b) the completion of any
registration or other qualification of such shares under any state or federal
law or ruling or regulation of any governmental body which the Company shall, in
its sole discretion, determine to be necessary or advisable. In addition, if the
Common Stock reserved for issuance upon the conversion of shares of Phantom
Stock shall not then be registered under the Securities Act of 1933, the Company
may upon payment of shares, require Executive or his permitted transferee to
represent in writing that the shares being acquired are for investment and not
with a view to distribution, and may mark the certificate for the shares with a
legend restricting transfer and may issue stop transfer orders relating to such
certificate to the Company's transfer agent (if applicable).

         10. Restriction on Sale of Shares. Executive agrees not to sell any of
the shares of Common Stock when applicable laws or Company policies prohibit a
sale. Such restriction will apply so long as Executive is an employee,
consultant or director of the Company or a subsidiary of the Company.

         11. Certain Forfeiture Events. If the employment of the Executive with
the Company is terminated for Cause, all unvested shares of Phantom Stock which
have not yet been converted into shares of Common Stock and paid to Executive
shall be forfeited and cancelled.

         12. Lapse of Shares of Phantom Stock. This Agreement shall be null and
void in the event Executive shall fail to sign and return a counterpart hereof
to the Company within thirty (30) days of its delivery to Executive.

         13. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.


                                       6
<PAGE>   31


         14. Governing Instrument and Entire Agreement. This grant of shares of
Phantom Stock and any shares issued hereunder shall in all respects be governed
by the terms and provisions of the Plan. In the event of a conflict between the
terms of this Agreement and the terms of the Plan (a copy of which is attached),
the terms of the Plan shall control. There are no oral agreements between the
parties relating to the subject matter hereof, and this Agreement and the terms
of the Plan constitute the entire agreement of the parties with respect to the
subject matter hereof. This Agreement may not be amended except by written
agreement executed by the Company and Executive.


                                   COMPANY



                                   WEBLINK WIRELESS, INC.



                                       By:
                                          ---------------------------------

                                             Name:
                                                  -------------------------

                                             ------------------------------

                                             Title:
                                                   ------------------------

                                             ------------------------------

         Accepted and Agreed:



         EXECUTIVE:





         Name:
              ------------------------------
         Date:
              ------------------------------


                                       7
<PAGE>   32


       [To be used if definitions in Plan is to be replaced.]

                                                                       Exhibit A



       "Cause" shall mean: [SELECT ALL THAT APPLY]



       [ ] the Executive shall have committed an intentional act of fraud,
embezzlement or a material theft in connection with the Executive's duties or in
the course of the Executive's employment with the Company.

       [ ] the Executive shall have been convicted of felony and the
continuation of the employment of the Executive with the Company following such
conviction will have a materially adverse affect upon the reputation and/or
prospects of the Company.

       [ ] the Executive shall have breached any material duty of loyalty to the
Company; provided the actions of the Executive were not approved by the Board
following full disclosure of the Executive's interest.

       [ ] the Executive shall have materially breached his obligation to devote
substantially all of his time during normal business hours (subject to
vacations, sick leaves and other absences in accordance with the policies of the
Company as of in effect of the date hereof) to the business and affairs of the
Company and to attempt to maximize shareholder value.

       [ ] the Executive shall have committed intentional wrongful damage to
property of the Company (which is materially harmful to the Company).

       [ ] the Executive shall have committed intentional wrongful disclosure of
secret processes or confidential information of the Company (which is materially
harmful to the Company).

       [ ] the Executive shall have failed to comply with specific directions of
the Board of Directors or the Chief Executive Officer of the Company.

       [ ] Other ______________________________

       [ ] For purpose of this definition of Cause, no act, or failure to
act, on the part of the Executive shall be deemed "intentional" if it was due
primarily to an error in judgment or negligence, but shall be deemed
"intentional" only if done, or omitted to be done, by the Executive not in good
faith and without reasonable



                                       8
<PAGE>   33


belief that the Executive's action or omission was in the best interest of the
Company.

         To the extent that any action of the Executive relied upon by the
Company to terminate Executive's employment for Cause is susceptible of being
cured, the Company must provide the Executive with written notice of its intent
to terminate (such to identify with specificity the action upon which the
Company intends to rely to terminate) and the right of the Company to terminate
any such employment based upon such action shall be suspended for a period of
thirty (30) days to allow the Executive to cure such action.


                                       9
<PAGE>   34


             [To be used if definitions in Plan is to be replaced.]

                                                                Exhibit B



         "Change in Control" shall mean [SELECT ALL THAT APPLY]:

         [ ] The Company is merged, consolidated, converted or reorganized into
             or with another corporation or other legal entity, and as a result
             of such merger, consolidation, conversion or reorganization less
             than a majority of the combined voting power of the then
             outstanding securities of the Company or such corporation or other
             legal entity are held, immediately after such transaction, in the
             aggregate, by the holders of Voting Stock (as hereinafter defined)
             of the Company immediately prior to such transaction and/or such
             voting power is not held by substantially all of such holders in
             substantially the same proportions relative to each other;

         [ ] The Company sells (directly or indirectly) all or substantially all
             of its assets (including, without limitation), by means of the sale
             of the capital stock or assets of one or more direct or indirect
             subsidiaries of the Company) to any other corporation or other
             legal entity (other than a directly or indirectly majority-owned
             subsidiary of the Company), of which less than a majority of the
             combined voting power of the then outstanding voting securities
             (entitled to vote generally in the election of directors or persons
             performing similar functions on behalf of such other corporation or
             legal entity) of such other corporation or legal entity is held in
             the aggregate by the holders of Voting Stock of the Company
             immediately prior to such sale and/or such voting power is not held
             by substantially all of such holders in substantially the same
             proportions relative to each other;

         [ ] Any person (as the term "person" is used in Section 13(d)(3) or
             Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
             (the "Exchange Act")) becomes (subsequent to the date hereof) the
             beneficial owner (as the term "beneficial owner" is defined under
             Rule 13d-3 or any successor rule or regulation promulgated under
             the Exchange Act) of securities representing fifty percent (50%) or
             more of the combined voting power of the outstanding securities
             entitled to vote generally in the election of directors of the
             Company ("Voting Stock"); provided, however, for purposes of this
             section, the term "person" will not be deemed to


                                       10
<PAGE>   35


             include any "person" who, as of the date hereof, owns forty-five
             percent (45%) or more of the Voting Stock of the Company; or

         [ ] The stockholders of the Company approve a plan contemplating the
             liquidation or dissolution of the Company.


                                       11
<PAGE>   36


                                                                       Exhibit C



         "Good Reason" shall mean [SELECT ALL THAT APPLY]:

         [ ] Failure to elect or reelect the Executive to the office(s) of the
             Company which the Executive holds as of the date hereof.

         [ ] A significant adverse change imposed by the Board in the nature or
             scope of the authorities, powers, functions, responsibilities or
             duties attached to the position(s) with the Company which the
             Executive held immediately prior to the date hereof.

         [ ] The Company shall require that the principal place of work of the
             Executive be changed to any location which is in excess of 25 miles
             from the location thereof immediately prior to the date hereof

         [ ] The Company shall require the Executive to travel away from the
             Executive's office in the course of discharging the Executive's
             responsibilities or duties hereunder significantly more (in terms
             of either consecutive days or aggregate days in any calendar year)
             than was required of the Executive prior to the date hereof
             without, in either case, the Executive's prior consent.

         [ ] Any material breach of this Agreement by the Company or any
             successor thereto; including, without limitation, any failure to
             pay to the Executive the compensation payable to the Executive by
             the Company pursuant to this Agreement.

         [ ] Other _____________________________




                                       12