<PAGE>   1
                                                                   EXHIBIT 10(e)


                 TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN

                            AS AMENDED JUNE 15, 2000


         SECTION 1. Purpose.

         The Texas Instruments 2000 Long-Term Incentive Plan is designed to
enhance the ability of the Company to attract and retain exceptionally qualified
individuals and to encourage them to acquire a proprietary interest in the
growth and performance of the Company.

         SECTION 2. Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a) "AFFILIATE" shall mean (i) any entity that, directly or indirectly,
is controlled by the Company or (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

         (b) "AWARD" shall mean any Option, award of Restricted Stock,
Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted under
the Plan.

         (c) "AWARD AGREEMENT" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan, which
may, but need not, be executed or acknowledged by a Participant.

         (d) "BOARD" shall mean the board of directors of the Company.

         (e) "CASH FLOW" for a period shall mean net cash provided by operating
activities as determined by the Company's independent auditors in accordance
with Generally Accepted Accounting Principles (GAAP) and reported to the
Committee.

         (f) "CHANGE OF CONTROL" shall mean the first to occur of:

                  (i) an individual, corporation, partnership, group, associate
         or other entity or person, as such term is defined in Section 14(d) of
         the Securities Exchange Act of 1934 (the "Exchange Act"), other than
         the Company or any employee benefit plan(s) sponsored by the Company,
         is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
         the Exchange Act), directly or indirectly, of 30% or more of the
         combined


<PAGE>   2


         voting power of the Company's outstanding securities ordinarily having
         the right to vote at elections of directors;

                  (ii) individuals who constitute the Board of Directors of the
         Company on the effective date of the Plan (the "Incumbent Board") cease
         for any reason to constitute at least a majority thereof, provided that
         any Approved Director, as hereinafter defined, shall be, for purposes
         of this subsection (ii), considered as though such person were a member
         of the Incumbent Board. An "Approved Director," for purposes of this
         subsection (ii), shall mean any person becoming a director subsequent
         to the effective date of the Plan whose election, or nomination for
         election by the Company's stockholders, was approved by a vote of at
         least three-quarters of the directors comprising the Incumbent Board
         (either by a specific vote or by approval of the proxy statement of the
         Company in which such person is named as a nominee of the Company for
         director), but shall not include any such individual whose initial
         assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of an
         individual, corporation, partnership, group, associate or other entity
         or person other than the Board;

                  (iii) the approval by the stockholders of the Company of a
         plan or agreement providing (A) for a merger or consolidation of the
         Company other than with a wholly-owned subsidiary and other than a
         merger or consolidation that would result in the voting securities of
         the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity) more than 65% of the
         combined voting power of the voting securities of the Company or such
         surviving entity outstanding immediately after such merger or
         consolidation, or (B) for a sale, exchange or other disposition of all
         or substantially all of the assets of the Company. If any of the events
         enumerated in this subsection (iii) occurs, the Committee shall
         determine the effective date of the Change of Control resulting
         therefrom for purposes of the Plan;

                  (iv) In addition to the events described in subsections (i),
         (ii) and (iii), it shall be a "Change of Control" for purposes hereof
         for any Participant principally employed in the business of a
         Designated Business Unit, as hereinafter defined, if an event described
         in subsections (i), (ii) or (iii) shall occur, except that for purposes
         of this subsection (iv), references in such subsections to the
         "Company" shall be deemed to refer to the Designated Business Unit in
         the business of which the Participant is principally employed. A Change
         in Control described in this subsection (iv) shall apply only to a
         Participant employed principally by the affected Designated Business
         Unit. For purposes of this subsection (iv),

                                       2

<PAGE>   3


         "Designated Business Unit" shall mean any business down to the SBE
         minus 2 level sold by the Company in which the Company does not retain
         an equity interest and any other business unit identified as a
         Designated Business Unit by the Committee from time to time.

         (g) "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (h) "COMMITTEE" shall mean a committee of the Board designated by the
Board to administer the Plan. Unless otherwise determined by the Board, the
Compensation Committee designated by the Board shall be the Committee under the
Plan.

         (i) "COMPANY" shall mean Texas Instruments Incorporated, together with
any successor thereto.

         (j) "CYCLE TIME IMPROVEMENT" shall mean a reduction of the actual time
a specific process relating to a product or service of the Company takes to
accomplish.

         (k) "EARNINGS BEFORE INCOME TAXES, DEPRECIATION AND AMORTIZATION
(EBITDA)" shall mean net income from continuing operations plus (a) provision
for income taxes, (b) appreciation expense and (c) amortization expense as
determined by the Company's independent auditors in accordance with GAAP and
reported to the Committee.

         (l) "EARNINGS PER SHARE" for a period shall mean diluted earnings per
common share from continuing operation before extraordinary items as determined
by the Company's independent auditors in accordance with GAAP and reported to
the Committee.

         (m) "EXECUTIVE GROUP" shall mean every person who is expected by the
Committee to be both (i) a "covered employee" as defined in Section 162(m) of
the Code as of the end of the taxable year in which payment of the Award may be
deducted by the Company, and (ii) the recipient of compensation of more than
$1,000,000 for that taxable year.

         (n) "FAIR MARKET VALUE" shall mean, with respect to any property
(including, without limitation, any Shares or other securities) the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.


                                       3
<PAGE>   4


         (o) "INCENTIVE STOCK OPTION" shall mean an option granted under Section
6 that is intended to meet the requirements of Section 422 of the Code, or any
successor provision thereto.

         (p) "MANUFACTURING PROCESS YIELD" shall mean the good units produced as
a percent of the total units processed.

         (q) "MARKET SHARE" shall mean the percent of sales of the total
available market in an industry, product line or product attained by the Company
or one of its business units during a time period.

         (r) "NET REVENUE PER EMPLOYEE" in a period shall mean net revenue
divided by the average number of employees of the Company, with average defined
as the sum of the number of employees at the beginning and ending of the period
divided by two.

         (s) "NON-QUALIFIED STOCK OPTION" shall mean an option granted under
Section 6 that is not intended to be an Incentive Stock Option.

         (t) "OPTION" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

         (u) "OTHER STOCK-BASED AWARD" shall mean any right granted under
Section 9.

         (v) "PARTICIPANT" shall mean an individual granted an Award under the
Plan.

         (w) "PERFORMANCE UNIT" shall mean any right granted under Section 8.

         (x) "PLAN" shall mean this Texas Instruments 2000 Long-Term Incentive
Plan.

         (y) "PROFIT FROM OPERATIONS" for a period shall mean the profit from
operations as determined by the Company's independent auditors in accordance
with GAAP and reported to the Committee

         (z) "PROFIT FROM OPERATIONS DOLLAR GROWTH" for a period shall mean the
percentage change of profit from operations from one period to another as
determined by the Company's independent auditors in accordance with GAAP and
reported to the Committee.

         (aa) "PROFIT FROM OPERATIONS PERCENTAGE GROWTH" for a period shall mean
the percentage change of profit from operations as a percent of revenue from


                                       4
<PAGE>   5


one period to another as determined by the Company's independent auditors in
accordance with GAAP and reported to the Committee.

         (bb) "RESTRICTED STOCK" shall mean any Share granted under Section 7.

         (cc) "RESTRICTED STOCK UNIT" shall mean a contractual right granted
under Section 7 that is denominated in Shares, each of which represents a right
to receive the value of a Share (or a percentage of such value, which percentage
may be higher than 100%) upon the terms and conditions set forth in the Plan and
the applicable Award Agreement.

         (dd) "RETURN ON CAPITAL" for a period shall mean net income divided by
stockholders' equity as determined by the Company's independent auditors in
accordance with GAAP and reported to the Committee.

         (ee) "RETURN ON COMMON EQUITY" for a period shall mean net income less
preferred stock dividends divided by total stockholders' equity, less amounts,
if any, attributable to preferred stock.

         (ff) "RETURN ON NET ASSETS" for a period shall mean net income less
preferred stock dividends divided by the difference of average total assets less
average non-debt liabilities, with average defined as the sum of assets or
liabilities at the beginning and ending of the period divided by two.

         (gg) "REVENUE GROWTH" shall mean the percentage change in revenue (as
defined in Statement of Financial Accounting Concepts No. 6, published by the
Financial Accounting Standards Board) from one period to another.

         (hh) "SHARES" shall mean shares of the common stock of the Company,
$1.00 par value.

         (ii) "SUBSTITUTE AWARDS" shall mean Awards granted in assumption of, or
in substitution for, outstanding awards previously granted by a company acquired
by the Company or with which the Company combines.

         (jj) "TOTAL STOCKHOLDER RETURN" shall mean the sum of the appreciation
in the Company's stock price and dividends paid on the common stock of the
Company over a given period of time.

         SECTION 3. Eligibility.

         (a) Any individual who is employed by the Company or any Affiliate, and
any individual who provides services to the Company or any Affiliate as an


                                       5
<PAGE>   6


independent contractor, including any officer or employee-director, shall be
eligible to be selected to receive an Award under the Plan.

         (b) An individual who has agreed to accept employment by, or to provide
services to, the Company or an Affiliate shall be deemed to be eligible for
Awards hereunder as of the date of such agreement.

         (c) Directors who are not full-time or part-time officers or employees
are not eligible to receive Awards hereunder.

         (d) Holders of options and other types of Awards granted by a company
acquired by the Company or with which the Company combines are eligible for
grant of Substitute Awards hereunder in connection with such acquisition or
combination transaction.

         SECTION 4. Administration.

         (a) The Plan shall be administered by the Committee. The Committee
shall be appointed by the Board and shall consist of not less than three
directors. The Board may designate one or more directors as alternate members of
the Committee who may replace any absent or disqualified member at any meeting
of the Committee. No member or alternate member of the Committee shall be
eligible, while a member or alternate member, for participation in the Plan. A
director may serve as a member or alternate member of the Committee only during
periods in which a director is an "outside director" as described in Section
162(m) of the Code. The Committee may issue rules and regulations for
administration of the Plan. It shall meet at such times and places as it may
determine. A majority of the members of the Committee shall constitute a quorum.

         (b) Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards (including Substitute Awards) to be
granted to each Participant under the Plan; (iii) determine the number of Shares
to be covered by (or with respect to which payments, rights, or other matters
are to be calculated in connection with) Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the


                                       6
<PAGE>   7


Plan; (viii) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (ix) determine whether and to what extent Awards should comply or
continue to comply with any requirement of statute or regulation; and (x) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

         (c) All decisions of the Committee shall be final, conclusive and
binding upon all parties, including the Company, the stockholders and the
Participants.

         SECTION 5. Shares Available for Awards.

         (a) Subject to adjustment as provided below, the number of Shares
available for issuance under the Plan shall be 60,000,000 shares, plus any
Shares remaining available for grant of awards under the Company's 1996
Long-Term Incentive Plan on the effective date of the Plan. Notwithstanding the
foregoing and subject to adjustment as provided in Section 5(e), (i) no
Participant may receive Options and stock appreciation rights under the Plan in
any calendar year that relate to more than 1,000,000 Shares and (ii) the maximum
number of Shares with respect to which Awards may be made under Sections 7, 8
and 9 is 6,700,000. Awards may be made under Sections 7 and 9 without regard to
such limit if (x) such Awards are made in satisfaction of Company obligations to
employees that would otherwise be paid in cash or (y) such Awards are issued in
connection with the exercise of an Option or other Award hereunder.

         (b) If, after the effective date of the Plan, any Shares covered by an
Award, or to which such an Award relates, are forfeited, or if such an Award
otherwise terminates without the delivery of Shares or of other consideration,
then the Shares covered by such Award, or to which such Award relates, to the
extent of any such forfeiture or termination, shall again be, or shall become,
available for issuance under the Plan. For purposes of this Section 5(b), awards
and options granted under any previous option or long-term incentive plan of the
Company (other than a Substitute Award granted under any such plan) shall be
treated as Awards.

         (c) In the event that any Option or other Award granted hereunder
(other than a Substitute Award) is exercised through the delivery of Shares, or
in the event that withholding tax liabilities arising from such Option or Award
are satisfied by the withholding of Shares by the Company, the number of Shares
available for Awards under the Plan shall be increased by the number of Shares
so surrendered or withheld. For purposes of this Section 5(c), awards and
options granted under any previous option or long-term incentive plan of the
Company (other than a Substitute Award granted under any such plan) shall be
treated as Awards.



                                       7
<PAGE>   8


         (d) Any Shares delivered pursuant to an Award may consist, in whole or
in part, of authorized and unissued Shares or of treasury Shares.

         (e) In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares 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 the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) which thereafter may be made the subject of
Awards, including the aggregate and individual limits specified in Section 5(a),
(ii) the number and type of Shares (or other securities or property) subject to
outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, that the
number of Shares subject to any Award denominated in Shares shall always be a
whole number.

         SECTION 6. Options.

         The Committee is hereby authorized to grant Options to Participants
with the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

         (a) The purchase price per Share under an Option shall be determined by
the Committee; provided, however, that, except in the case of Substitute Awards,
such purchase price shall not be less than the Fair Market Value of a Share on
the date of grant of such Option.

         (b) The term of each Option shall be fixed by the Committee.

         (c) The Committee shall determine the time or times at which an Option
may be exercised in whole or in part, and the method or methods by which, and
the form or forms, including, without limitation, cash, Shares, other Awards, or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price, in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.


                                       8
<PAGE>   9


         (d) The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section 422 of the Code, or
any successor provision thereto, and any regulations promulgated thereunder.

         (e) Under no circumstances may stock option awards be made which
provide by their terms for the automatic award of additional stock options upon
the exercise of such awards.

         SECTION 7. Restricted Stock and Restricted Stock Units.

         (a) The Committee is hereby authorized to grant Awards of Restricted
Stock and Restricted Stock Units to Participants.

         (b) Shares of Restricted Stock and Restricted Stock Units shall be
subject to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of Restricted Stock or
the right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee may deem appropriate. If the
vesting conditions applicable to an Award of Restricted Stock or Restricted
Stock Units relate exclusively to the passage of time and continued employment
or provision of services, or refraining therefrom, such time period shall
consist of not less than 36 months, except that the foregoing restriction shall
not apply to such Awards if they meet any of the conditions described in Section
5(a)(x) or (y).

         (c) Any share of Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee may 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 granted under the Plan, such certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.

         (d) Except as otherwise determined by the Committee, upon termination
of employment or cessation of the provision of services (as determined under
criteria established by the Committee) for any reason during the applicable
restriction period, all Shares of Restricted Stock and all Restricted Stock
Units still, in either case, subject to restriction shall be forfeited and
reacquired by the Company; provided, however, that the Committee may, when it
finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to Shares of
Restricted Stock or Restricted Stock Units.


                                       9
<PAGE>   10

         SECTION 8. Performance Units.

         (a) The Committee is hereby authorized to grant Performance Units to
Participants.

         (b) Subject to the terms of the Plan, a Performance Unit granted under
the Plan (i) may be denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards, or other property
and (ii) shall confer on the holder thereof rights valued as determined by the
Committee and payable to, or exercisable by, the holder of the Performance Unit,
in whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to the terms of
the Plan, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Unit granted
and the amount of any payment or transfer to be made pursuant to any Performance
Unit shall be determined by the Committee.

         SECTION 9. Other Stock-based Awards.

         The Committee is hereby authorized to grant to Participants such other
Awards (including, without limitation, stock appreciation rights and rights to
dividends and dividend equivalents) that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares) as are
deemed by the Committee to be consistent with the purposes of the Plan. Subject
to the terms of the Plan, the Committee shall determine the terms and conditions
of such Awards. Shares or other securities delivered pursuant to a purchase
right granted under this Section 9 shall be purchased for such consideration,
which may be paid by such method or methods and in such form or forms,
including, without limitation, cash, Shares, other securities, other Awards, or
other property, or any combination thereof, as the Committee shall determine,
the value of which consideration, as established by the Committee, shall, except
in the case of Substitute Awards, not be less than the Fair Market Value of such
Shares or other securities as of the date such purchase right is granted.


                                       10
<PAGE>   11


         SECTION 10. General Provisions Applicable to Awards.

         (a) Awards shall be granted for no cash consideration or for such
minimal cash consideration as may be required by applicable law.

         (b) Awards may, in the discretion of the Committee, be granted either
alone or in addition to or in tandem with any other Award or any award granted
under any other plan of the Company. Awards granted in addition to or in tandem
with other Awards, or in addition to or in tandem with awards granted under any
other plan of the Company, may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.

         (c) Subject to the terms of the Plan, payments or transfers to be made
by the Company upon the grant, exercise or payment of an Award may be made in
such form or forms as the Committee shall determine including, without
limitation, cash, Shares, other securities, other Awards, or other property, or
any combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
dividend equivalents in respect of installment or deferred payments.

         (d) Unless the Committee shall otherwise determine, (i) no Award and no
right under any such Award, shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or by the laws of descent
and distribution; provided, however, that, if so determined by the Committee, a
Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant, and to
receive any property distributable, with respect to any Award upon the death of
the Participant; (ii) each Award, and each right under any Award, shall be
exercisable during the Participant's lifetime only by the Participant or, if
permissible under applicable law, by the Participant's guardian or legal
representative; and (iii) no Award and no right under any such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. The restrictions imposed by this paragraph shall not apply
to any Award which has been fully exercised, earned or paid, as the case may be,
and shall not preclude forfeiture of an Award in accordance with the terms
thereof.

         (e) All certificates for Shares or other securities delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the Securities and
Exchange


                                       11
<PAGE>   12


Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

(f) Every Award (other than an option or stock appreciation right) to a member
of the Executive Group shall include a pre-established formula, such that
payment, retention or vesting of the Award is subject to the achievement by the
Company or any unit thereof during a performance period or periods, as
determined by the Committee, of a level or levels, as determined by the
Committee, of one or more of the following performance measures: (i) Cash Flow,
(ii) Cycle Time Improvement, (iii) Earnings Per Share, (iv) EBITDA, (v)
Manufacturing Process Yield, (vi) Market Share, (vii) Net Revenue Per Employee,
(viii) Profit from Operations, (ix) Profit from Operations Dollar Growth, (x)
Profit from Operations Percentage Growth, (xi) Return on Capital, (xii) Return
on Common Equity, (xiii) Return on Net Assets, (xiv) Revenue Growth or (xv)
Total Stockholder Return. For any Award (other than an option or stock
appreciation right) subject to any such pre-established formula, no more than
$5,000,000 can be paid in satisfaction of such Award to any Participant;
provided if such Award is denominated in shares, the maximum limit shall be
2,000,000 shares in lieu of such dollar limit.

         (g) Unless specifically provided to the contrary in any Award
Agreement, upon a Change in Control, all Awards shall become fully vested and
exercisable, and any restrictions applicable to any Award shall automatically
lapse.

         SECTION 11. Amendment and Termination.

         (a) Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Agreement or in the Plan, the Board may
amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination shall be made without (i) stockholder approval if
such approval is necessary to comply with any tax or regulatory requirement for
which or with which the Board deems it necessary or desirable to qualify or
comply or (ii) the consent of the affected Participant, if such action would
adversely affect the rights of such Participant under any outstanding Award.
Notwithstanding anything to the contrary herein, the Committee may amend the
Plan in such manner as may be necessary to enable the Plan to achieve its stated
purposes in any jurisdiction outside the United States in a tax-efficient manner
and in compliance with local rules and regulations.

         (b) The Committee may waive any conditions or rights under, amend any
terms of, or amend, alter, suspend, discontinue or terminate, any Award
theretofore granted, prospectively or retroactively, without the consent of any


                                       12
<PAGE>   13

relevant Participant or holder or beneficiary of an Award; provided, however,
that no such action shall impair the rights of any affected Participant or
holder or beneficiary under any Award theretofore granted under the Plan; and
provided further that, except as provided in Section 5(e), no such action shall
reduce the exercise price of any Option established at the time of grant
thereof.

         (c) The Committee shall be authorized to make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 5(e) affecting the Company, or the financial statements of
the Company) or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

         (d) Any provision of the Plan or any Award Agreement to the contrary
notwithstanding, the Committee may cause any Award granted hereunder to be
canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.

         (e) The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem desirable to carry the Plan into effect.

         SECTION 12. Miscellaneous.

         (a) No employee, independent contractor, Participant or other person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of employees, independent contractors,
Participants, or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to each recipient.

         (b) The Committee may delegate to another committee of the Board of
Directors, one or more officers or managers of the Company, or a committee of
such officers or managers, the authority, subject to such terms and limitations
as the Committee shall determine, to grant Awards to, or to cancel, modify,
waive rights with respect to, alter, discontinue, suspend or terminate Awards
held by, employees who are not officers or directors of the Company for purposes
of Section 16 of the Exchange Act; provided, however, that any delegation to
management shall conform with the requirements of the General Corporation Law of
Delaware, as in effect from time to time.


                                       13
<PAGE>   14

         (c) The Company shall be authorized to withhold from any Award granted
or any payment due or transfer made under any Award or under the Plan or from
any compensation or other amount owing to a Participant the amount (in cash,
Shares, other securities, other Awards, or other property) of withholding taxes
due in respect of an Award, its exercise, or any payment or transfer under such
Award or under the Plan and to take such other action (including, without
limitation, providing for elective payment of such amounts in cash, Shares,
other securities, other Awards or other property by the Participant) as may be
necessary in the opinion of the Company to satisfy the required tax withholding
based on the minimum statutory withholding rates.

         (d) Nothing contained in the Plan shall prevent the Company from
adopting or continuing in effect other or additional compensation arrangements,
and such arrangements may be either generally applicable or applicable only in
specific cases.

         (e) The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ or service of the Company or
any Affiliate. Further, the Company or the applicable Affiliate may at any time
dismiss a Participant from employment or terminate the services of an
independent contractor, free from any liability, or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award Agreement or in
any other agreement binding the parties.

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

         (g) Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

         (h) No fractional Shares shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash, other
securities or other property shall be paid or transferred in lieu of any
fractional Shares, or


                                       14
<PAGE>   15


whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.

         SECTION 13. Effective Date of Plan.

         The Plan shall be effective as of the date of its approval by the
stockholders of the Company.

         SECTION 14. Term of the Plan.

         No Award shall be granted under the Plan after the tenth anniversary of
the effective date. However, unless otherwise expressly provided in the Plan or
in an applicable Award Agreement, any Award theretofore granted may extend
beyond such date, and the authority of the Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such Award, or to waive any conditions or
rights under any such Award, and the authority of the Board to amend the Plan,
shall extend beyond such date.





                                       15