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                                  EXHIBIT 4.3

                         CODORUS VALLEY BANCORP, INC.

                           2000 STOCK INCENTIVE PLAN
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                          CODORUS VALLEY BANCORP, INC.
                            2000 STOCK INCENTIVE PLAN

1.    Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to
      advance the development, growth and financial condition of Codorus Valley
      Bancorp, Inc. (the "Corporation") and each subsidiary thereof, as defined
      in Section 424 of the Internal Revenue Code of 1986, as amended (the
      "Code"), by providing incentives through participation in the appreciation
      of the common stock of the Corporation to secure, retain and motivate
      personnel who may be responsible for the operation and for management of
      the affairs of the Corporation and any subsidiary now or hereafter
      existing ("Subsidiary").

2.    Term. The Plan shall become effective as of the date it is adopted by the
      Corporation's Board of Directors (the "Board"), and shall be presented for
      approval at the next meeting of the Corporation's shareholders. Any and
      all options and rights awarded under the Plan (the "Awards") before it is
      approved by the Corporation's shareholders shall be conditioned upon, and
      may not be exercised before, receipt of shareholder approval, and shall
      lapse upon failure to receive such approval. Unless previously terminated
      by the Board, the Plan shall terminate on, and no options shall be granted
      after the tenth anniversary of the effective date of the Plan.

3.    Stock. Shares of the Corporation's common stock, that may be issued under
      the Plan shall not exceed, in the aggregate, 100,000 shares of common
      stock, par value $2.50 per share ("the Stock") as may be adjusted pursuant
      to Section 19 hereof. Shares may be either authorized and unissued shares,
      or authorized shares, issued by and subsequently reacquired by the
      Corporation as treasury stock. Under no circumstances shall any fractional
      shares be awarded under the Plan. Except as may be otherwise provided in
      the Plan, any Stock subject to an Award that, for any reason, lapses or
      terminates prior to exercise, shall again become available for grant under
      the Plan. While the Plan is in effect, the Corporation shall reserve and
      keep available the number of shares of Stock needed to satisfy the
      requirements of the Plan. The Corporation shall apply for any requisite
      governmental authority to issue shares under the Plan. The Corporation's
      failure to obtain any such governmental authority, deemed necessary by the
      Corporation's legal counsel for the lawful issuance and sale of Stock
      under the Plan, shall relieve the Corporation of any duty, or liability
      for the failure to issue or sell the Stock.

4.    Administration. The ability to control and manage the operation and
      administration of the Plan shall be vested in a Committee of the Board
      comprised of all members of the Board who are disinterested outside Board
      members who shall not be eligible to receive grants under the Plan (the
      "Committee"). The Committee shall have the authority and discretion to
      interpret the Plan, to establish, amend and rescind any rules and
      regulations relating to the Plan, to determine the terms and provisions of
      any agreements made pursuant to the Plan, and to make any and all
      determinations that may be necessary or advisable for the administration
      of the Plan. Any interpretation of the Plan by the Committee and any
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      decision made by the Committee under the  Plan is final and binding.

            The Committee shall be responsible and shall have full, absolute and
      final power of authority to determine what, to whom, when and under what
      facts and circumstances Awards shall be made, and the form, number, terms,
      conditions and duration thereof, including but not limited to when
      exercisable, the number of shares of Stock subject thereto, and the stock
      option exercise prices. The Committee shall make all other determinations
      and decisions, take all actions and do all things necessary or appropriate
      in and for the administration of the Plan. No member of the Committee or
      of the Board shall be liable for any decision, determination or action
      made or taken in good faith by such person under or with respect to the
      Plan or its administration.

5.    Awards. Awards may be made under the Plan in the form of: (a) "Qualified
      Options" to purchase Stock, which are intended to qualify for certain tax
      treatment as incentive stock options under Sections 421 and 422 of the
      Code, (b) "Non-Qualified Options" to purchase Stock, which are not
      intended to qualify under Sections 421 through 424 of the Code, (c) Stock
      Appreciation Rights ("SARs"), or (d) "Restricted Stock". More than one
      Award may be granted to an eligible person, and the grant of any Award
      shall not prohibit the grant of another Award, either to the same person
      or otherwise, or impose any obligation to exercise on the participant. All
      Awards and the terms and conditions thereof shall be set forth in written
      agreements, in such form and content as approved by the Committee from
      time to time, and shall be subject to the provisions of the Plan whether
      or not contained in such agreements. Multiple Awards for a particular
      person may be set forth in a single written agreement or in multiple
      agreements, as determined by the Committee, but in all cases each
      agreement for one or more Awards shall identify each of the Awards thereby
      represented as a Qualified Option, Non-Qualified Option or Stock
      Appreciation Right, as the case may be.

6.    Eligibility. Persons eligible to receive Awards shall be those key
      officers and other employees of the Corporation and each Subsidiary, as
      determined by the Committee. A person's eligibility to receive an Award
      shall not confer upon him or her any right to receive an Award. Except as
      otherwise provided, a person's eligibility to receive, or actual receipt
      of an Award under the Plan shall not limit or affect his or her benefits
      under or eligibility to participate in any other incentive or benefit plan
      or program of the Corporation or of its affiliates.

7.    Qualified Options. In addition to other applicable provisions of the Plan,
      all Qualified Options and Awards thereof shall be under and subject to the
      following terms and conditions:

      (a)   The maximum number of shares of Stock that may be issued by options
            intended to be Qualified Options shall be 100,000 shares.

      (b)   No Qualified Option shall be awarded more than ten (10) years after
            the date the Plan is adopted by the Board or the date the Plan is
            approved by the Corporation's
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            shareholders, whichever is earlier;

      (c)   The time period during which any Qualified Option is exercisable, as
            determined by the Committee, shall not commence before the
            expiration of six (6) months or continue beyond the expiration of
            ten (10) years after the date the Qualified Option is awarded;

      (d)   If a participant, who was awarded a Qualified Option, ceases to be
            employed by the Corporation or any Subsidiary for any reason other
            than his or her death, the Committee may permit the participant
            thereafter to exercise the option during its remaining term for a
            period of not more than three (3) months after cessation of
            employment to the extent that the Qualified Option was then and
            remains exercisable, unless such employment cessation was due to the
            participant's disability, as defined in Section 22(e)(3) of the
            Code, in which case the three (3) month period shall be twelve (12)
            months; if the participant dies while employed by the Corporation or
            a Subsidiary, the Committee may permit the participant's qualified
            personal representatives, or any persons who acquire the Qualified
            Option pursuant to his or her Will or laws of descent and
            distribution, to exercise the Qualified Option during its remaining
            term for a period of not more than twelve (12) months after the
            participant's death to the extent that the Qualified Option was then
            and remains exercisable; the Committee may impose terms and
            conditions upon and for the exercise of a Qualified Option after the
            cessation of the participant's employment or his or her death;

      (e)   The purchase price of Stock subject to any Qualified Option shall
            not be less than the Stock's fair market value at the time the
            Qualified Option is awarded and shall not be less than the Stock's
            par value; and

      (f)   Qualified Options may not be sold, transferred or assigned by the
            participant except by will or the laws of descent and distribution.

8.    Non-Qualified Options. In addition to other applicable provisions of the
      Plan, all NonQualified Options and Awards thereof shall be under and
      subject to the following terms and conditions:

      (a)   The time period during which any Non-Qualified Option is exercisable
            shall not commence before the expiration of six (6) months or
            continue beyond the expiration of ten (10) years after the date the
            Non-Qualified Option is awarded;

      (b)   If a participant, who was awarded a Non-Qualified Option, ceases to
            be eligible under the Plan, before lapse or full exercise of the
            option, the Committee may permit the participant to exercise the
            option during its remaining term, to the extent that the option was
            then and remains exercisable, or for such time period and under such
            terms and conditions as may be prescribed by the Committee;
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      (c)   The purchase price of a share of Stock subject to any Non-Qualified
            Option shall not be less than the Stock's par value; and

      (d)   Except as otherwise provided by the Committee, Non-Qualified Stock
            Options granted under the Plan are not transferable except as
            designated by the participant by Will and the laws of descent and
            distribution.

9.    Stock Appreciation Rights. In addition to other applicable provisions of
      the Plan, all SARs and Awards thereof shall be under and subject to the
      following terms and conditions:

      (a)   SARs may be granted either alone, or in connection with another
            previously or contemporaneously granted Award (other than another
            SAR) so as to operate in tandem therewith by having the exercise of
            one affect the right to exercise the other, as and when the
            Committee may determine; however, no SAR shall be awarded in
            connection with a Qualified Option more than ten (10) years after
            the date the Plan is adopted by the Board or the date the Plan is
            approved by the Corporation's stockholders, whichever date is
            earlier;

      (b)   Each SAR shall entitle the participant to receive upon exercise of
            the SAR all or a portion of the excess of (i) the fair market value
            at the time of such exercise of a specified number of shares of
            Stock as determined by the Committee, over (ii) a specified price as
            determined by the Committee of such number of shares of Stock that,
            on a per share basis, is not less than the Stock's fair market value
            at the time the SAR is awarded, or if the SAR is connected with
            another Award, such lesser percentage of the Stock purchase price
            thereunder as may be determined by the Committee;

      (c)   Upon exercise of any SAR, the participant shall be paid either in
            cash or in Stock, or in any combination thereof, as the Committee
            shall determine; if such payment is to be made in Stock, the number
            of shares thereof to be issued pursuant to the exercise shall be
            determined by dividing the amount payable upon exercise by the
            Stock's fair market value at the time of exercise;

      (d)   The time period during which any SAR is exercisable, as determined
            by the Committee, shall not commence before the expiration of six
            (6) months; however, no SAR connected with another Award shall be
            exercisable beyond the last date that such other connected Award may
            be exercised;

      (e)   If a participant holding a SAR, before its lapse or full exercise,
            ceases to be eligible under the Plan, the Committee may permit the
            participant thereafter to exercise such SAR during its remaining
            term, to the extent that the SAR was then and remains exercisable,
            for such time period and under such terms and conditions as may be
            prescribed by the Committee;
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      (f)   No SAR shall be awarded in connection with any Qualified Option
            unless the SAR (i) lapses no later than the expiration date of such
            connected Option, (ii) is for not more than the difference between
            the Stock purchase price under such connected Option and the Stock's
            fair market value at the time the SAR is exercised, (iii) is
            transferable only when and as such connected Option is transferable
            and under the same conditions, (iv) may be exercised only when such
            connected Option may be exercised, and (v) may be exercised only
            when the Stock's fair market value exceeds the Stock purchase price
            under such connected Option.

10.   Restricted Stock. In addition to other applicable provisions of the Plan,
      all Restricted Stock and Awards thereof shall be under and subject to the
      following terms and conditions:

      (a)   Restricted Stock shall consist of shares of Stock that may be
            acquired by and issued to a participant at such time, for such or no
            purchase price, and under and subject to such transfer, forfeiture
            and other restrictions, conditions or terms as shall be determined
            by the Committee, including but not limited to prohibitions against
            transfer, substantial risks of forfeiture within the meaning of
            Section 83 of the Code, and attainment of performance or other
            goals, objectives or standards, all for or applicable to such time
            periods as determined by the Committee;

      (b)   Except as otherwise provided in the Plan or the Restricted Stock
            Award, a participant holding shares of Restricted Stock shall have
            all the rights as does a holder of Stock, including without
            limitation the right to vote such shares and receive dividends with
            respect thereto; however, during the time period of any
            restrictions, conditions or terms applicable to such Restricted
            Stock, the shares thereof and the right to vote the same and receive
            dividends thereon shall not be sold, assigned, transferred,
            exchanged, pledged, hypothecated, encumbered or otherwise disposed
            of except as permitted by the Plan or the Restricted Stock Award;

      (c)   Each certificate issued for shares of Restricted Stock shall be
            deposited with the Secretary of the Corporation, or the office
            thereof, and shall bear a legend in substantially the following form
            and content:

            This certificate and the shares of stock hereby represented are
            subject to the provisions of the Corporation's 2000 Stock Incentive
            Plan and a certain agreement entered into between the holder and the
            Corporation pursuant to the Plan. The release of this certificate
            and the shares of stock hereby represented from such provisions
            shall occur only as provided by the Plan and Agreement, a copy of
            which are on file in the office of the Secretary of the Corporation.

            Upon the lapse or satisfaction of the restrictions, conditions and
            terms applicable
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            to the Restricted Stock, a certificate for the shares of Stock free
            of restrictions and without the legend shall be issued to the
            participant;

      (d)   If a participant's employment with the Corporation or a Subsidiary
            ceases for any reason prior to the lapse of the restrictions,
            conditions or terms applicable to his or her Restricted Stock, all
            of the participant's Restricted Stock still subject to unexpired
            restrictions, conditions or terms shall be forfeited absolutely by
            the participant to the Corporation without payment or delivery of
            any consideration or other thing of value by the Corporation or its
            affiliates, and thereupon and thereafter neither the participant nor
            his or her heirs, personal or legal representatives, successors,
            assigns, beneficiaries, or any claimants under the participant's
            Last Will or laws of descent and distribution, shall have any rights
            or claims to or interests in the forfeited Restricted Stock or any
            certificates representing shares thereof, or claims against the
            Corporation or its affiliates with respect thereto.

11.   Exercise. Except as otherwise provided in the Plan, Awards may be
      exercised in whole or in part by giving written notice thereof to the
      Secretary of the Corporation, or his or her designee, identifying the
      Award to be exercised, the number of shares of Stock with respect thereto,
      and other information pertinent to exercise of the Award. The purchase
      price of the shares of Stock with respect to which an Award is exercised
      shall be paid with the written notice of exercise, either in cash or in
      securities of the Corporation, including securities issuable hereunder, at
      its then current fair market value, or in any combination thereof, as the
      Committee shall determine. Funds received by the Corporation from the
      exercise of any Award shall be used for its general corporate purposes.

            The number of shares of Stock subject to an Award shall be reduced
      by the number of shares of Stock with respect to which the participant has
      exercised rights under the Award. If a SAR is awarded in connection with
      another Award, the number of shares of Stock that may be acquired by the
      participant under the other connected Award shall be reduced by the number
      of shares of Stock with respect to which the participant has exercised his
      or her SAR, and the number of shares of Stock subject to the participant's
      SAR shall be reduced by the number of shares of Stock acquired by the
      participant pursuant to the other connected Award.

            The Committee may permit an acceleration of previously established
      exercise terms of any Awards as, when, under such facts and circumstances,
      and subject to such other or further requirements and conditions as the
      Committee may deem necessary or appropriate. In addition:

      (a)   if the Corporation or its shareholders execute an agreement to
            dispose of all or substantially all of the Corporation's assets or
            stock by means of sale, merger, consolidation, reorganization,
            liquidation or otherwise, as a result of which the Corporation's
            shareholders, immediately before the transaction, will not own at
            least fifty percent (50%) of the total combined voting power of all
            classes of voting stock of the surviving entity (be it the
            Corporation or otherwise) immediately after the
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            consummation of the transaction, then any and all outstanding Awards
            shall immediately become and remain exercisable or, if the
            transaction is not consummated, until the agreement relating to the
            transaction expires or is terminated, in which case, all Awards
            shall be treated as if the agreement was never executed;

      (b)   if there is an actual, attempted or threatened change in the
            ownership of at least twenty-five percent (25%) of all classes of
            voting stock of the Corporation through the acquisition of, or an
            offer to acquire such percentage of the Corporation's voting stock
            by any person or entity, or persons or entities acting in concert or
            as a group, and such acquisition or offer has not been duly approved
            by the Board, then any and all outstanding awards shall immediately
            become and remain exercisable; or

      (c)   if during any period of two (2) consecutive years, the individuals
            who at the beginning of such period constituted the Board cease, for
            any reason, to constitute at least a majority of the Board (unless
            the election of each director of the Board, who was not a director
            of the Board at the beginning of such period, was approved by a vote
            of at least two-thirds of the directors then still in office who
            were directors at the beginning of such period) then any and all
            Awards shall immediately become and remain exercisable.

12.   Right of First Refusal. Each written agreement for an Award may contain a
      provision that requires as a condition to exercising a Qualified Option or
      a Non Qualified Option that the participant agree prior to selling,
      transferring or otherwise disposing of any shares of Stock obtained
      through the exercise of the Award to first offer such shares of Stock to
      the Corporation for purchase. The terms and conditions of such right of
      first refusal shall be determined by the Committee in its sole and
      absolute discretion, provided that the purchase price shall be at least
      equal to the Stock's fair market value as determined under paragraph 14
      below, and shall be subject to all applicable federal and state laws,
      rules and regulations.

13.   Withholding. When a participant exercises a stock option or Stock
      Appreciation Right awarded under the Plan, the Corporation, in its
      discretion and as required by law, may require the participant to remit to
      the Corporation an amount sufficient to satisfy fully any federal, state
      and other jurisdictions' income and other tax withholding requirements
      prior to the delivery of any certificates for shares of Stock. At the
      Committee's discretion, remittance may be made in cash, shares already
      held by the participant or by the withholding by the Corporation of
      sufficient shares issuable pursuant to the option to satisfy the
      participant's withholding obligation.

14.   Value. Where used in the Plan, the "fair market value" of Stock or any
      options or rights with respect thereto, including Awards, shall mean and
      be determined by (a) the average of the highest and lowest reported sales
      prices thereof on the principal established domestic securities exchange
      on which listed, and if not listed, then (b) the average of the dealer
      "bid" and "ask" prices thereof on the over-the-counter market, as reported
      by the National Association of Securities Dealers Automated Quotation
      System ("NASDAQ"), in either case as of the specified or otherwise
      required or relevant time, or if not traded as of such specified,
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      required or relevant time, then based upon such reported sales or "bid"
      and "ask" prices before and/or after such time in accordance with
      pertinent provisions of and principles under the Code and the regulations
      promulgated thereunder.

15.   Amendment. To the extent permitted by applicable law, the Board may amend,
      suspend, or terminate the Plan at any time. The amendment or termination
      of this Plan shall not, without the consent of the participants, alter or
      impair any rights or obligations under any Award previously granted
      hereunder.

            From time to time, the Committee may rescind, revise and add to any
      of the terms, conditions and provisions of the Plan or of an Award as
      necessary or appropriate to have the Plan and any Awards thereunder be or
      remain qualified and in compliance with all applicable laws, rules and
      regulations, and the Committee may delete, omit or waive any of the terms
      conditions or provisions that are no longer required by reason of changes
      of applicable laws, rules or regulations, including but not limited to,
      the provisions of Sections 421 and 422 of the Code, Section 16 of the
      Securities Exchange Act of 1934, as amended, (the "1934 Act") and the
      rules and regulations promulgated by the Securities and Exchange
      Commission. Without limiting the generality of the preceding sentence,
      each Qualified Option shall be subject to such other and additional terms,
      conditions and provisions as the Committee may deem necessary or
      appropriate in order to qualify as a Qualified Option under Section 422 of
      the Code, including, but not limited to, the following provisions:

      (a)   At the time a Qualified Option is awarded, the aggregate fair market
            value of the Stock subject thereto and of any Stock or other capital
            stock with respect to which incentive stock options qualifying under
            Sections 421 and 422 of the Code are exercisable for the first time
            by the participant during any calendar year under the Plan and any
            other plans of the Corporation or its affiliates, shall not exceed
            $100,000.00; and

      (b)   No Qualified Option, shall be awarded to any person if, at the time
            of the Award, the person owns shares of the stock of the Corporation
            possessing more than ten percent (10%) of the total combined voting
            power of all classes of stock of the Corporation or its affiliates,
            unless, at the time the Qualified Option is awarded, the exercise
            price of the Qualified Option is at least one hundred and ten
            percent (110%) of the fair market value of the Stock on the date of
            grant and the option, by its terms, is not exercisable after the
            expiration of five (5) years from the date it is awarded.

16.   Continued Employment. Nothing in the Plan or any Award shall confer upon
      any participant or other persons any right to continue in the employ of,
      or maintain any particular relationship with, the Corporation or its
      affiliates, or limit or affect any rights, powers or privileges that the
      Corporation or its affiliates may have to supervise, discipline and
      terminate the participant. However, the Committee may require, as a
      condition of making and/or exercising any Award, that a participant agree
      to, and in fact provide services, either as an employee or in another
      capacity, to or for the Corporation or any Subsidiary for such time period
      as the Committee may prescribe. The immediately preceding sentence shall
      not apply to any Qualified Option, to the extent such application would
      result in disqualification of the option under Sections 421
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      and 422 of the Code.

17.   General Restrictions. If the Committee or Board determines that it is
      necessary or desirable to: (a) list, register or qualify the Stock subject
      to the Award, or the Award itself, upon any securities exchange or under
      any federal or state securities or other laws, (b) obtain the approval of
      any governmental authority, or (c) enter into an agreement with the
      participant with respect to disposition of any Stock (including, without
      limitation, an agreement that, at the time of the participant's exercise
      of the Award, any Stock thereby acquired is and will be acquired solely
      for investment purposes and without any intention to sell or distribute
      the Stock), then such Award shall not be consummated in whole or in part
      unless the listing, registration, qualification, approval or agreement, as
      the case may be, shall have been appropriately effected or obtained to the
      satisfaction of the Committee and legal counsel for the Corporation.

18.   Rights. Except as otherwise provided in the Plan, participants shall have
      no rights as a holder of the Stock unless and until one or more
      certificates for the shares of Stock are issued and delivered to the
      participant.

19.   Adjustments. In the event that the shares of common stock of the
      Corporation, as presently constituted, shall be changed into or exchanged
      for a different number or kind of shares of common stock or other
      securities of the Corporation or of other securities of the Corporation or
      of another corporation (whether by reason of merger, consolidation,
      recapitalization, reclassification, split-up, combination of shares or
      otherwise) or if the number of such shares of common stock shall be
      increased through the payment of a stock dividend, stock split or similar
      transaction, then, there shall be substituted for or added to each share
      of common stock of the Corporation that was theretofore appropriated, or
      which thereafter may become subject to an option under the Plan, the
      number and kind of shares of common stock or other securities into which
      each outstanding share of the common stock of the Corporation shall be so
      changed or for which each such share shall be exchanged or to which each
      such shares shall be entitled, as the case may be. Each outstanding Award
      shall be appropriately amended as to price and other terms, as may be
      necessary to reflect the foregoing events.

            If there shall be any other change in the number or kind of the
      outstanding shares of the common stock of the Corporation, or of any
      common stock or other securities in which such common stock shall have
      been changed, or for which it shall have been exchanged, and if a majority
      of the disinterested members of the Committee shall, in its sole
      discretion, determine that such change equitably requires an adjustment in
      any Award that was theretofore granted or that may thereafter be granted
      under the Plan, then such adjustment shall be made in accordance with such
      determination.

            The grant of an Award under the Plan shall not affect in any way the
      right or power of the Corporation to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure, to merge,
      to consolidate, to dissolve, to liquidate or to sell or transfer all or
      any part of its business or assets.
<PAGE>   11
            Fractional shares resulting from any adjustment in Awards pursuant
      to this Section 19 may be settled as a majority of the members of the
      Board of Directors or of the Committee, as the case may be, shall
      determine.

            To the extent that the foregoing adjustments relate to common stock
      or securities of the Corporation, such adjustments shall be made by a
      majority of the members of the Board or of the Committee, as the case may
      be, whose determination in that respect shall be final, binding and
      conclusive. Notice of any adjustment shall be given by the Corporation to
      each holder of an Award that is so adjusted.

20.   Forfeiture. Notwithstanding anything to the contrary in this Plan, if the
      Committee finds, after full consideration of the facts presented on behalf
      of the Corporation and the involved participant, that he or she has been
      engaged in fraud, embezzlement, theft, commission of a felony, or
      dishonesty in the course of his or her employment by the Corporation or by
      any Subsidiary and such action has damaged the Corporation or the
      Subsidiary, as the case may be, or that the participant has disclosed
      trade secrets of the Corporation or its affiliates, the participant shall
      forfeit all rights under and to all unexercised Awards, and under and to
      all exercised Awards under which the Corporation has not yet delivered
      payment or certificates for shares of Stock (as the case may be), all of
      which Awards and rights shall be automatically canceled. The decision of
      the Committee as to the cause of the participant's discharge from
      employment with the Corporation or any Subsidiary and the damage thereby
      suffered shall be final for purposes of the Plan, but shall not affect the
      finality of the participant's discharge by the Corporation or Subsidiary
      for any other purposes. The preceding provisions of this paragraph shall
      not apply to any Qualified Option to the extent such application would
      result in disqualification of the option as an incentive stock option
      under Sections 421 and 422 of the Code.

21.   Indemnification. In and with respect to the administration of the Plan,
      the Corporation shall indemnify each member of the Committee and/or of the
      Board, each of whom shall be entitled, without further action on his or
      her part, to indemnification from the Corporation for all damages, losses,
      judgments, settlement amounts, punitive damages, excise taxes, fines,
      penalties, costs and expenses (including without limitation attorneys'
      fees and disbursements) incurred by the member in connection with any
      threatened, pending or completed action, suit or other proceedings of any
      nature, whether civil, administrative, investigative or criminal, whether
      formal or informal, and whether by or in the right or name of the
      Corporation, any class of its security holders, or otherwise, in which the
      member may be or may have been involved, as a party or otherwise, by
      reason of his or her being or having been a member of the Committee and/or
      of the Board, whether or not he or she continues to be a member of the
      Committee or of the Board. The provisions, protection and benefits of this
      Section shall apply and exist to the fullest extent permitted by
      applicable law to and for the benefit of all present and future members of
      the Committee and/or of the Board and their respective heirs, personal and
      legal representatives, successors and assigns, in addition to all other
      rights that they may have as a matter of law, by contract, or otherwise,
      except (a) to the extent there is entitlement to insurance proceeds under
      insurance coverages provided by the Corporation on account of the same
      matter or proceeding for which indemnification hereunder is claimed, or
      (b) to the
<PAGE>   12
      extent there is entitlement to indemnification from the Corporation, other
      than under this Section, on account of the same matter or proceeding for
      which indemnification hereunder is claimed.

22.   Taxes. The issuance of shares of Common Stock under the Plan shall be
      subject to any applicable taxes or other laws or regulations of the United
      States of America and any state or local authority having jurisdiction
      there over.

23.   Miscellaneous. (a) Any reference contained in this Plan to particular
      section or provision of law, rule or regulation, including but not limited
      to the Code and the 1934 Act, shall include any subsequently enacted or
      promulgated section or provision of law, rule or regulation, as the case
      may be. With respect to persons subject to Section 16 of the 1934 Act,
      transactions under this Plan are intended to comply with all applicable
      conditions of Section 16 and the rules and regulations promulgated
      thereunder, or any successor rules and regulations that may be promulgated
      by the Securities and Exchange Commission, and to the extent any provision
      of this Plan or action by the Committee fails to so comply, it shall be
      deemed null and void, to the extent permitted by applicable law and deemed
      advisable by the Committee.

      (a)   Where used in this Plan: the plural shall include the singular, and
            unless the context otherwise clearly requires, the singular shall
            include the plural; and the term "affiliates" shall mean each and
            every Subsidiary and any parent of the Corporation.

      (b)   The captions of the numbered Sections contained in this Plan are for
            convenience only, and shall not limit or affect the meaning,
            interpretation or construction of any of the provisions of the Plan.