<PAGE>

                                                                       Exhibit A
                                                                       ---------

                            STAR GAS PARTNERS, L.P.
                         EMPLOYEE UNIT INCENTIVE PLAN

          This EMPLOYEE UNIT INCENTIVE PLAN (the "Plan") provides for the grant
                                                  ----
of incentive compensation (each an "Incentive Grant") consisting of senior
                                    ---------------
subordinated units of limited partner interest (the "Units") of Star Gas
Partners, L.P., a Delaware limited partnership (the "Partnership"), subject to
the terms and conditions provided below.

          1.  PURPOSES.  The purposes of this Plan are to reward such employees
(including directors who are employees) and consultants of the Partnership and
its Affiliates (defined below) as the Plan Administrator shall select in
accordance with Section 3 for their services to the Partnership and to provide
an incentive to such persons to achieve the objectives of the unitholders of the
Partnership, and to serve as an aid and inducement in the hiring of new
employees.

          2.  ADMINISTRATION.  This Plan shall be administered by the Board of
Directors (the "Board") of Star Gas LLC, the general partner of the Partnership
                -----
(the "General Partner") or by a committee designated by the Board and composed
of two (2) or more members of the Board who are Non-Employee Directors (within
the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) which committee (the "Committee") may be an executive,
      ------------                          ---------
compensation or other committee, including a separate committee especially
created for this purpose.  Unless otherwise specified by the Board in the
resolutions creating or empowering the Committee: (i) the members of any such
Committee shall serve at the pleasure of the Board, (ii) a majority of the
members of the Committee shall constitute a quorum, (iii) all actions of the
Committee shall be taken by a majority of the members present, and (iv) any
action may be taken by a written instrument signed by all of the members of the
Committee and any action so taken shall be fully effective as if it had been
taken at a meeting.  The Board, or any such Committee, is referred to herein as
the "Plan Administrator;" provided, that the term "Plan Administrator" when used
     ------------------   --------
in any provision of this Plan other than Sections 2 and 11 shall also be deemed
to refer to any executive officer who has been authorized, as provided below, to
grant Incentive Units to Non-Insiders (defined below).

          Subject to the provisions of this Plan, and with a view to effecting
its purpose, the Plan Administrator shall have sole authority, in its absolute
discretion, to (a) construe and interpret this Plan; (b) define the terms used
in this Plan; (c) prescribe, amend and rescind rules and regulations relating to
this Plan; (d) correct any defect, supply any omission or reconcile any
inconsistency in this Plan; (e) determine the individuals to whom Incentive
Units shall be granted under this Plan and whether the Incentive Units shall be
Contingent Units (defined below) or Unrestricted Units (defined below); (f)
determine the time or times at which Incentive Units shall be granted under this
Plan; (g) determine the number of Units covered by each Incentive Grants; (h)
determine all other terms and conditions of Incentive Grants; and (i) make all
other determinations necessary or advisable for the administration of this Plan.
All decisions, determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in this Plan and on their
legal representatives, heirs and beneficiaries.
<PAGE>

          The Board or the Committee may delegate to one or more executive
officers of the Partnership the authority to grant Incentive Units under this
Plan to employees of the Partnership who, on the Date of Grant, are not subject
to Section 16(b) of the Exchange Act ("Non-Insiders"), and in connection
                                       ------------
therewith the authority to determine the number of Units covered by such
Incentive Grants and all other terms and conditions of such Incentive Grants.
Unless expressly approved in advance by the Board or the Committee, such
delegation of authority shall not include the authority to alter the terms of
outstanding Incentive Units.

          3.  ELIGIBILITY.  Incentive Units may be granted to any individual
who, at the time the Incentive Unit is granted, is an employee of or consultant
to the Partnership or any Affiliate, including employees who are directors of
the Partnership or any Affiliate (but not including directors who are not also
employees of the Partnership or any Affiliate) (collectively "Employees").  No
                                                              ---------
more than 518,000 Incentive Units (subject to adjustment in the event of a
dividend, split, recapitalization, reorganization or similar event) may be
subject to outstanding grants at any one time.  No person shall be eligible to
receive Incentive Units covering more than 100,000 Units (subject to adjustment
in the event of a split, dividend, recapitalization, reorganization or similar
event).  Any person to whom an Incentive Unit is granted under this Plan is
referred to as a "Grantee".  Units granted to a Grantee pursuant to a Incentive
                  -------
Grants are referred to herein as "Incentive Units."  An Affiliate shall mean any
                                  ---------------
corporation, partnership or limited liability company, controlling, controlled
by or under common control with the Partnership, including, without limitation,
the General Partner, Star Gas Propane, L.P. ("Propane") and Petroleum Heat and
                                              -------
Power Co., Inc. ("Petro").
                  -----

          4.  TERMS AND CONDITIONS OF INCENTIVE GRANTS.

              (a) Grant of Incentive Units.  The Plan Administrator may grant
                  ------------------------
to a Grantee (i) Incentive Units subject to performance goals as provided in
Section 4(c) (each such grant a "Contingent Grant" and such Units "Contingent
                                 ----------------                  ----------
Units") or (ii) Incentive Units which are not subject to performance goals as
-----
provided in Section 4(c) (each such grant an "Unrestricted Grant" and such Units
                                              ------------------
"Unrestricted Units").  The Grantee shall pay no consideration for Contingent
 ------------------
Units or Unrestricted Units.

              (b) Incentive Agreement.  As soon as practicable after the date
                  -------------------
the Incentive Grant is awarded (the "Date of Grant"), the Partnership and the
                                     -------------
Grantee shall enter into a written agreement (a "Incentive Agreement")
                                                 -------------------
identifying the Date of Grant, and specifying the terms and conditions of the
Incentive Grant.  Any Incentive Grant under this Plan shall be governed by the
terms of the Plan and the applicable Incentive Agreement.

              (c) Contingent Units. The Plan Administrator may condition the
                  ----------------
vesting of any Incentive Unit upon the attainment of specified performance goals
or such other factors or criteria, including continued employment or consulting,
as the Plan Administrator shall determine. Performance objectives may vary from
Grantee to Grantee and among groups of Grantees and shall be based upon such
Partnership subsidiary, group or division factors or criteria as the Plan
Administrator may deem appropriate, including, but not limited to, earnings per
unit or return on equity. The other provisions of Incentive Grants also need not
be the same with respect to each recipient. Unless specified otherwise in the
Plan or by the Plan

                                       2
<PAGE>

Administrator, the date of grant of an Incentive Unit shall be the date of
action by the Plan Administrator to grant the Incentive Unit.

          (d) Distributions on Contingent Units.  The Plan Administrator may, in
              ---------------------------------
its discretion, provide for the payment of distribution in cash or securities on
Contingent Units.  The terms of such distributions shall be set forth in the
Incentive Agreements.

          (e) Termination.  Except to the extent otherwise provided in the
              -----------
Incentive Agreement and pursuant to Section 4(c), in the event the Grantee
ceases to be, for any reason, an Employee (such event a "Termination"), all
                                                         -----------
Contingent Units shall be forfeited by the Grantee.

          (f) Right of Repurchase.  At the option of the Plan Administrator,
              -------------------
Incentive Units issued under this Plan may be subject to a right of repurchase
in favor of the Partnership upon an event of Termination.  The terms and
conditions of such right of repurchase, if any, shall be set forth in the
Incentive Agreement.

          (g) Securities Regulation and Tax Withholding.
              -----------------------------------------

              (i) Incentive Units shall not be issued with respect to a
Incentive unless the grant of such Incentive Units and the issuance and delivery
of such Incentive Units shall comply with all relevant provisions of law,
including, without limitation, any applicable state securities laws, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
thereunder and the requirements of any stock exchange or quotation system upon
which the Units may then be listed or quoted, and such issuance shall be further
subject to the approval of counsel for the Partnership with respect to such
compliance, including the availability of an exemption from registration for the
issuance of such Incentive Units. The inability of the Partnership to obtain
from any regulatory body the authority deemed by the Partnership to be necessary
for the lawful issuance of any Incentive Units under this Plan, or the
unavailability of an exemption from registration for the issuance of any
Incentive Units under this Plan, shall relieve the Partnership of any liability
with respect to the non-issuance of such Incentive Units.

          As a condition to the issuance of Incentive Units, the Plan
Administrator may require the Grantee to represent and warrant in writing at the
time of such issuance that such Incentive Units are being acquired only for
investment and without any then-present intention to sell or distribute such
Incentive Units. At the option of the Plan Administrator, a stop-transfer order
against such Incentive Units may be placed on the stock books and records of the
Partnership, and a legend indicating that the Incentive Units may not be
pledged, sold or otherwise transferred, unless an opinion of counsel is provided
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on the certificates representing such Incentive Units
in order to assure an exemption from registration.  The Plan Administrator also
may require such other documentation as may from time to time be necessary to
comply with federal and state securities laws.  THE PARTNERSHIP HAS NO
OBLIGATION TO UNDERTAKE REGISTRATION OF INCENTIVE UNITS.

                                       3
<PAGE>

               (ii)  The Grantee shall pay to the Partnership by certified or
cashier's check, promptly upon grant of an Incentive Unit or, if later, the date
that the amount of such obligations becomes determinable (in either case, the
"Tax Date"), all applicable federal, state, local and foreign withholding taxes
 --------
that the Plan Administrator, in its discretion, determines result upon grant of
Incentive Units, vesting of Contingent Units, transfer or other disposition of
Incentive Units or otherwise relate to Incentive Units.  Upon approval of the
Plan Administrator, a Grantee may satisfy such obligation by complying with one
or more of the following alternatives selected by the Plan Administrator:

                     (A) by delivering to the Partnership Units previously held
by such Grantee or by the Partnership withholding Incentive Units otherwise
issuable pursuant to the Grant, which have a fair market value at the Tax Date
(as determined by the Plan Administrator) equal to the tax obligation to be paid
by the Grantee on such Tax Date; provided, that if the Grantee is subject to
                                 --------
Section 16(b) of the Exchange Act (an "Insider") or if beneficial ownership of
                                       -------
Incentive Units is attributable to an Insider pursuant to the regulations under
Section 16 of the Exchange Act, the Grantee will have executed, by a date not
later than six (6) months prior to the Tax Date, an irrevocable election to
satisfy its obligations under this Section 4(g)(ii) by having the Partnership
withholding Units otherwise deliverable pursuant to the Grant;

                     (B) by executing appropriate loan documents approved by the
Plan Administrator by which the Grantee borrows funds from the Partnership to
pay the withholding taxes due under this Section 4(g)(ii), with such repayment
terms as the Plan Administrator shall select; or

                     (C) by complying with any other payment mechanism approved
by the Plan Administrator from time to time.

               (iii) The issuance, transfer or delivery of certificates
representing Incentive Units may be delayed, at the discretion of the Plan
Administrator, until the Plan Administrator is satisfied that the applicable
requirements of the federal and state securities laws and the withholding
provisions of the Internal Revenue Code of 1986, as amended (or any successor
thereto) have been met.

          (h)  Adjustment of Incentive Units; Waivers.  The Plan Administrator
               --------------------------------------
may adjust the restrictions, performance goals and measurements applicable to
Incentive Units (i) to take into account changes in law and accounting and tax
rules; (ii) to make such adjustments as the Plan Administrator deems necessary
or appropriate to reflect the inclusion or exclusion of the impact of
extraordinary or unusual items, events or circumstances in order to avoid
windfalls or hardships; and (iii) to make such adjustments as the Plan
Administrator deems necessary or appropriate to reflect any material changes in
business conditions.  In the event of hardship or other special circumstances of
a Grantee and otherwise in its discretion, the Plan Administrator may waive in
whole or in part any or all restrictions, conditions, vesting or forfeiture with
respect to any Incentive Units granted to such Grantee.

          (i)  Non-Competition.  The Plan Administrator, in addition to any
               ---------------
other requirement it may impose, may condition any discretionary adjustment or
waiver pursuant to Section 4(h) upon a Grantee's agreement to (i) not engage in
any business or activity

                                       4
<PAGE>

competitive with any business or activity conducted by the Partnership and (ii)
be available for consultation at the request of the Partnership's management, on
such terms and conditions as the Plan Administrator may determine.

               (j) Rights as Unitholder.  A Grantee shall have no rights as a
                   --------------------
unitholder with respect to any Incentive Units until the issuance (as evidenced
by the appropriate entry on the books of the Partnership or a duly authorized
transfer agent) of a certificate representing the Incentive Units.  No
adjustment shall be made for distributions or other rights for which the record
date is prior to the date the certificate is issued.

               (k) Beneficiary Designation.  The Plan Administrator, in its
                   -----------------------
discretion, may establish procedures for a Grantee to designate a beneficiary to
whom any Incentive Units issuable or amounts payable in the event of the
Grantee's death are to be issued or paid.

               (l) Transfer Limitation on Units.  In addition to any other
                   ----------------------------
transfer restrictions which may be imposed under the Plan or any Incentive
Agreement, a Grantee who is an Insider may not sell or otherwise transfer, in
whole or in part, any Incentive Units prior to the six-month anniversary of the
issuance of such Incentive Units, unless the Plan Administrator determines that
the foregoing provisions are not necessary to make the transaction exempt from
Section 16(b) of the Exchange Act pursuant to Rule 16b-3.

          5.   EFFECTIVE DATE; TERM.  This Plan shall be effective as of June
21, 2000. Incentive Units may be granted by the Plan Administrator from time to
time thereafter until June 21, 2010 or until this Plan is terminated by the
Board in its sole discretion. Termination of this Plan shall not terminate any
Incentive Units granted prior to such termination.

          6.   NO OBLIGATIONS TO ACCEPT INCENTIVE UNITS.  The grant of a
Incentive Units shall impose no obligation upon the Grantee to receive Incentive
Units.

          7.   NO RIGHT TO INCENTIVE GRANTS OR TO EMPLOYMENT.  Whether or not
any Incentives are to be granted under this Plan shall be exclusively within the
discretion of the Plan Administrator, and nothing contained in this Plan shall
be construed as giving any person any right to participate under this Plan. The
grant of a Incentive shall in no way constitute any form of agreement or
understanding binding on the Partnership or any Affiliate, express or implied,
that the Partnership or any Affiliate will employ or contract with a Grantee for
any length of time, nor shall it interfere in any way with the Partnership's or,
where applicable, an Affiliates right to terminate a Grantee's employment at any
time, which right is hereby reserved.

          8.   RULE 16b3-3.  With respect to Insiders, transactions under this
Plan are intended to comply with the applicable conditions of Rule 16b-3.  To
the extent any provision of this Plan or action by the Plan Administrator fails
to so comply, it shall be adjusted to comply with Rule 16b-3 to the extent
permitted by law and deemed advisable by the Plan Administrator. It shall be the
responsibility of Insiders and not of the Partnership or the Plan Administrator,
to comply with the requirements of Section 16 of the Exchange Act; and neither
the Partnership nor the Plan Administrator shall be liable if this Plan or any
transaction under this Plan fails to

                                       5
<PAGE>

comply with the applicable conditions of Rule 16b-3, or if any Insider incurs
any liability under Section 16 of the Exchange Act.

          9.   INDEMNIFICATION OF PLAN ADMINISTRATOR.  In addition to all other
rights of indemnification they may have as members of the Board, members of the
Plan Administrator shall be indemnified by the Partnership for all reasonable
expenses and liabilities of any type or nature, including attorneys' fees,
incurred in connection with any action, suit or proceeding to which they or any
of them are a party by reason of, or in connection with, this Plan or any
Incentive Units granted under this Plan, and against all amounts paid by them in
settlement thereof (provided that such settlement is approved by independent
legal counsel selected by the Partnership), except to the extent that such
expenses relate to matters for which it is adjudged that such Plan Administrator
member is liable for willful misconduct; provided, that within fifteen (15) days
                                         --------
after the institution of any such action, suit or proceeding, the Plan
Administrator member involved therein shall, in writing, notify the Partnership
of such action, suit or proceeding, so that the Partnership may have the
opportunity to make appropriate arrangements to prosecute or defend the same.

          10.  AMENDMENT OF PLAN.  The Plan Administrator may, at any time,
modify, amend or terminate this Plan or modify or amend Incentive Units granted
under this Plan, including, without limitation, such modifications or amendments
as are necessary to maintain compliance with applicable statutes, rules or
regulations; provided, that, except to the extent otherwise provided in Section
             --------
4(h), no amendment shall be made with respect to an outstanding Incentive Units
which has the effect of reducing the benefits afforded to the Grantee thereof.
The Plan Administrator may condition the effectiveness of any such amendment on
the receipt of unitholder approval at such time and in such manner as the Plan
Administrator may consider necessary for the Partnership to comply with or to
avail the Partnership and/or the Grantees of the benefits of any securities,
tax, market listing or other administrative or regulatory requirement.  Without
limiting the generality of the foregoing, the Plan Administrator may modify
grants to persons who are eligible to receive Incentive Units under this Plan
who are foreign nationals or employed outside the United States to recognize
differences in local law, tax policy or custom.

          11.  UNFUNDED STATUS OF PLAN.  The Plan shall constitute an "unfunded"
plan for incentive compensation.  The Plan Administrator may authorize the
creation of trusts or arrangements to meet the obligations created under the
Plan to deliver Units or make payments; provided, that unless the Plan
                                        --------
Administrator otherwise determines, the existence of such trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan.

                                       6
<PAGE>

                                                                       Exhibit C
                                                                       ---------


                            STAR GAS PARTNERS, L.P.

                           INCENTIVE UNITS AGREEMENT
                               (INCENTIVE UNITS)

          THIS AGREEMENT, made as of this _____ day of  June, 2000 by STAR GAS
PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), with
______________________________________________ (the "Grantee"):


                              W I T N E S S E T H:


          WHEREAS, the Partnership has adopted an Employee Unit Incentive Plan
(the "Plan").  Said Plan, as it may hereafter be amended and continued, is
incorporated herein by reference and made part of this Agreement.  Capitalized
terms which are used herein without definition shall have the meanings ascribed
to them in the Plan; and

          WHEREAS, the Plan Administrator, which is charged with the
administration of the Plan pursuant to Section 2 thereof, has determined that it
would be to the advantage and interest of the Partnership to grant the Incentive
Units provided for herein to the Grantee as an incentive for increased efforts
during his service and as an inducement to remain in the service of the
Partnership or one of its subsidiaries.

          NOW, THEREFORE:

          1.   Grant of Incentive Units. The Partnership hereby grants (the
               ------------------------
"Grant") to the Grantee as of the date hereof (subject to the restrictions set
forth herein) _______ Senior Subordinated Units (the "Units") of limited partner
interest of the Partnership, upon the following terms and conditions:
<PAGE>

(i)    ___ Units [20% of the Grant] (the "Initial Units") shall vest
       immediately. Certificates representing these Units will be delivered
       promptly to the Grantee and shall be freely transferable subject to
       Section 5.

(ii)   The balance of the Grant (the "Contingent Units") shall vest in four
       (non-cumulative) installments of __ Units each if the Partnership earns a
       minimum (each, a "Target") of the following amount of distributable cash
       flow ("DCF") per limited partner unit ("LP Unit") in the following fiscal
       years:

       Fiscal Year       Target DCF Per LP Unit
       -----------       ----------------------

       2001                      $2.19
       2002                       2.29
       2003                       2.39
       2004                       2.49


(iii)  Certificates for the Contingent Units will be delivered promptly upon
       vesting and will be freely transferable subject to Section 6.
       Installments that do not vest shall be forfeited;

(iv)   For purposes of this Agreement, the term Distributable Cash Flow shall
       mean the numbers publicly announced by the General Partner as the
       Partnership's distributable cash flow or if such distributable cash flow
       is not publicly announced, then the distributable cash flow of the
       Partnership as determined by its Chief Financial Officer, in either case,
       adjusted to eliminate the impact of acquisitions made in the year being
       calculated.

                                       2
<PAGE>

     2.   Contingent Unit Distributions. Distributions on each Contingent Unit
          -----------------------------
shall accrue and be payable on the date the Contingent Unit vests as follows:

     (i)  The amount of such distributions per Unit (hereinafter referred to as
          the "DCF Bonus") shall be equal to the sum of:

          (A)  (1) The amount by which the DCF of the Partnership exceeds an
               amount sufficient to permit the Partnership to pay the Minimum
               Quarterly Distribution of $2.30 per share on all Common Units and
               the Target DCF per LP Unit on all other Units outstanding divided
               by (2) the total number of Contingent Units outstanding.
               Notwithstanding the foregoing, such accrual shall not exceed an
               amount equal to the Target DCF per LP Unit. plus
                                                           ----

          (B)  Should the Partnership determine to make distributions in excess
               (the "Excess Distributions") of the amount paid on the
               outstanding Units plus the amount accrued for the DCF Bonuses,
               the Contingent Units shall be treated as Senior Subordinated
               Units in determining the amount of Excess Distributions to be
               distributed and accrued per Unit. The amount of Excess
               Distributions per Contingent Unit so accrued will be included in
               the DCF Bonus.

     (ii) The DCF Bonus shall be forfeited with respect to any Contingent Units
          that do not vest.

     3.   Termination. In the event the Grantee ceases to be, for any reason, an
          -----------
Employee (such event a "Termination") all Contingent Units shall be forfeited by
the Grantee.

                                       3
<PAGE>

     4.   Status of Contingent Units. The Partnership shall deliver the unit
          --------------------------
certificate(s) to the Grantee for Contingent Units promptly following the
receipt of written certification from the Plan Administrator that such
Contingent Units are vested. The Grantee shall have no right to receive
distributions with respect to, to vote, or to otherwise exercise any ownership
rights with respect to such Contingent Units until they are vested.

     5.   Securities Regulation.
          ---------------------

          (a)  Units shall not be issued unless the issuance and delivery of
such Units shall comply with all relevant provisions of law, including, without
limitation, any applicable state securities laws, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations thereunder and the
requirements of any stock exchange or quotation system upon which the Units may
then be listed or quoted, and such issuance shall be further subject to the
approval of counsel for the Partnership with respect to such compliance,
including the availability of an exemption from registration for the issuance of
such Units.  The inability of the Partnership to obtain from any regulatory body
the authority deemed by the Partnership to be necessary for the lawful issuance
of any Units under this Plan, or the unavailability of an exemption from
registration for the issuance of any Units under this Plan, shall relieve the
Partnership of any liability with respect to the non-issuance of such Units.

          (b)  The issuance, transfer or delivery of certificates representing
Units may be delayed, at the discretion of the Plan Administrator, until the
Plan Administrator is satisfied that the applicable requirements of the federal
and state securities laws and the withholding provisions of the Internal Revenue
Code of 1986, as amended (or any successor thereto) have been met.

                                       4
<PAGE>

     6.   Rights as Unitholder. Except to the extent set forth above, Grantee
          --------------------
shall have no rights as a unitholder with respect to any Contingent Units until
the issuance (as evidenced by the appropriate entry on the books of the
Partnership or a duly authorized transfer agent) of a certificate representing
the Units. No adjustment shall be made for distributions or other rights for
which the record date is prior to the date the certificate is issued.

     7.   Invalid Transfers. In the event of any attempt by the Grantee to
          -----------------
transfer, assign, pledge, hypothecate or otherwise dispose of any Contingent
Units or of any right hereunder, except as provided for herein, or in the event
of the levy or any attachment, execution or similar process upon the rights or
interest hereby conferred, the Partnership may terminate this Grant by notice to
the Grantee and it shall thereupon become null and void.

     8.   Notices. Any notice to the Partnership provided for in this Agreement
          -------
shall be addressed to the Partnership in care of its Chief Financial Officer,
2187 Atlantic Street, Stamford, Connecticut 06902 and any notice to the Grantee
shall be addressed to him at his address now on file with the Partnership, or to
such other address as either may last have designated to the other by notice as
provided herein. Any notice so addressed shall be deemed to be given on the
second business day after mailing, by registered or certified mail, at a post
office or branch post office within the United States.

                                       5
<PAGE>

     9.   Controversies. In the event that any question or controversy shall
          -------------
arise with respect to the nature, scope or extent of any one or more rights
conferred by this Grant, the determination by the Plan Administrator (as
constituted at the time of such determination) of the rights of the Grantee
shall be conclusive, final and binding upon the Grantee and upon any other
person who shall assert any right pursuant to this Grant.

                              STAR GAS PARTNERS, L.P.
                              By:  Star Gas LLC
                                 (General Partner)


                              By:____________________________________________
                              Name:  Irik P. Sevin
                              Title: Chairman and Chief Executive Officer

ACCEPTED AND AGREED


________________________
Grantee


                                       6