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                                                            Exhibit 4.1


                           UNIGRAPHICS SOLUTIONS INC.
                              2001 INCENTIVE PLAN

1.   Plan.  This Unigraphics Solutions Inc. 2001 Incentive Plan (the "Plan") has
     been adopted by Unigraphics Solutions Inc., a Delaware corporation (the
     "Company"), to be effective as of the Effective Date stated below for the
     purpose stated in paragraph 2 below.

2.   Objectives.  This Plan is designed to attract and retain key Employees (as
     hereinafter defined), to attract and retain qualified directors of the
     Company, to encourage the sense of proprietorship of such employees and
     Directors, and to stimulate the active interest of such persons in the
     development and financial success of the Company and its Subsidiaries.
     These objectives are to be accomplished by making Awards (as hereinafter
     defined) under this Plan and thereby providing Participants (as hereinafter
     defined) with a proprietary interest in the growth and performance of the
     Company and its Subsidiaries.

3.   Definitions.  As used herein, the terms set forth below shall have the
     following respective meanings:

               "Annual Director Award Date" means, for each year beginning with
     the year that includes the Effective Date, the first business day of the
     month next succeeding the date upon which the annual meeting of
     stockholders of the Company is held in such year.

               "Authorized Officer" means the Chairman of the Board of the
     Company or the President of the Company (or any other senior officer of the
     Company to whom the Chairman of the Board or the President shall delegate
     the authority to execute any Award Agreement).

               "Award" means an Employee Award or a Director Award.

               "Award Agreement" means any Employee Award Agreement or Director
     Award Agreement.

               "Board" means the Board of Directors of the Company.

               "Cash Award" means an award denominated in cash.

               "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

               "Committee" means the Compensation Committee of the Board or such
     other committee of the Board as is designated by the Board to administer
     the Plan.  If at any time no Committee shall be in office, then the
     functions of the Committee specified in the Plan shall be exercised by the
     Board.

               "Common Stock" means the Class A Common Stock, par value $.01 per
     share, of the Company.

               "Director" means an individual serving as a member of the Board.

               "Director Award" means the grant of a Director Option.

               "Director Award Agreement" means a written agreement between the
     Company and a Participant who is a Non-employee Director setting forth the
     terms, conditions and limitations applicable to a Director Award.

               "Director Options" means Nonqualified Options granted to Non-
     employee Directors pursuant to the applicable terms, conditions and
     limitations specified in paragraph 9 hereof.

               "Disability" means, with respect to a Non-employee Director, the
     inability to perform the duties of a Director for a continuous period of
     more than three months by reason of any medically determinable physical or
     mental impairment.

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               "Dividend Equivalents" means, with respect to shares of
     Restricted Stock that are to be issued at the end of the Restriction
     Period, an amount equal to all dividends and other distributions (or the
     economic equivalent thereof) that are payable to stockholders of record
     during the Restriction Period on a like number of shares of Common Stock.

               "Effective Date" means May 16, 2001.

               "Employee" means an employee of the Company or any of its
     Subsidiaries or any corporation which directly or indirectly owns shares
     representing more than 50% of the combined voting power of the shares of
     all classes or series of capital stock of the Company which have the right
     to vote generally on matters submitted to a vote of the stockholders of the
     Company.

               "Employee Award" means the grant of any Option, SAR, Stock Award,
     Cash Award or Performance Award, whether granted singly, in combination or
     in tandem, to a Participant who is an Employee pursuant to such applicable
     terms, conditions and limitations as the Committee may establish in order
     to fulfill the objectives of the Plan.

               "Employee Award Agreement" means a written agreement between the
     Company and a Participant who is an Employee setting forth the terms,
     conditions and limitations applicable to an Employee Award.

               "Exchange Act" means the Securities Exchange Act of 1934, as
     amended from time to time.

               "Fair Market Value" of a share of Common Stock means, as of any
     relevant date, (i) if shares of Common Stock are listed on a national
     securities exchange, the mean between the highest and lowest sales price
     per share of Common Stock on the consolidated transaction reporting system
     for the principal national securities exchange on which shares of Common
     Stock are listed on that date, or, if there shall have been no such sale so
     reported on that date, on the last preceding date on which such a sale was
     so reported, (ii) if shares of Common Stock are not so listed but are
     quoted on the Nasdaq National Market, the mean between the highest and
     lowest sales price per share of Common Stock reported by the Nasdaq
     National Market on that date, or, if there shall have been no such sale so
     reported on that date, on the last preceding date on which such a sale was
     so reported or (iii) if shares of Common Stock are not so listed or quoted
     but are traded in the over-the-counter market, the mean between the closing
     bid and asked price on that date, or, if there are no quotations available
     for such date, on the last preceding date on which such quotations shall be
     available, as reported by the Nasdaq Stock Market, or, if not reported by
     the Nasdaq Stock Market, by the National Quotation Bureau Incorporated.

               "Incentive Option" means an Option that is intended to comply
     with the requirements set forth in Section 422 of the Code.

               "Non-employee Director" has the meaning set forth in paragraph
     4(b) hereof.

               "Nonqualified Stock Option" means an Option that is not an
     Incentive Option.

               "Option" means a right to purchase a specified number of shares
     of Common Stock at a specified price.

               "Participant" means an Employee or Director to whom an Award has
     been made under this Plan.

               "Performance Award" means an award made pursuant to this Plan to
     a Participant who is an Employee that is subject to the attainment of one
     or more Performance Goals.

               "Performance Goal" means a standard established by the Committee,
     to determine in whole or in part whether a Performance Award shall be
     earned.

               "Restricted Stock" means any Common Stock that is restricted or
     subject to forfeiture provisions.

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               "Restriction Period" means a period of time beginning as of the
     date upon which an Award of Restricted Stock is made pursuant to this Plan
     and ending as of the date upon which the Common Stock subject to such Award
     is no longer restricted or subject to forfeiture provisions.

               "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
     or any successor rule.

               "SAR" means a right to receive a payment, in cash or Common
     Stock, equal to the excess of the Fair Market Value or other specified
     valuation of a specified number of shares of Common Stock on the date the
     right is exercised over a specified strike price (in each case, as
     determined by the Committee).

               "Stock Award" means an award in the form of shares of Common
     Stock or units denominated in shares of Common Stock.

               "Subsidiary" means (i) in the case of a corporation, any
     corporation of which the Company directly or indirectly owns shares
     representing more than 50% of the combined voting power of the shares of
     all classes or series of capital stock of such corporation which have the
     right to vote generally on matters submitted to a vote of the stockholders
     of such corporation and (ii) in the case of a partnership or other business
     entity not organized as a corporation, any such business entity of which
     the Company directly or indirectly owns more than 50% of the voting,
     capital or profit interests (whether in the form of partnership interests,
     membership interests or otherwise).

4.   Eligibility.

     (a)  Employees.  Employees eligible for Employee Awards under this Plan are
          those who hold positions of responsibility and whose performance, in
          the judgment of the Committee, can have a significant effect on the
          success of the Company and its Subsidiaries, or whose services to the
          Company can, in the Committee's sole determination, be better
          recruited or retained through participation in the Plan.

     (b)  Directors.  Directors eligible for Director Awards under this Plan are
          those who are not employees of the Company or any of its Subsidiaries
          or any corporation which directly or indirectly owns shares
          representing more than 50% of the combined voting power of the shares
          of all classes or series of capital stock of the Company which have
          the right to vote generally on matters submitted to a vote of the
          stockholders of the Company ("Non-employee Directors").

5.   Common Stock Available for Awards.  Subject to the provisions of paragraph
     15 hereof, there shall be available for Awards under this Plan, granted
     wholly or partly in Common Stock (including rights or options that may be
     exercised for or settled in Common Stock), an aggregate of 4,500,000 shares
     of Common Stock, of which an aggregate of not more than 100,000 shares
     shall be available for Director Awards and the remainder shall be available
     for Employee Awards.  The number of shares of Common Stock that are the
     subject of Awards under this Plan, that are forfeited or terminated, expire
     unexercised, are settled in cash in lieu of Common Stock or in a manner
     such that all or some of the shares covered by an Award are not issued to a
     Participant or are exchanged for Awards that do not involve Common Stock,
     shall again immediately become available for Awards hereunder.  The
     Committee may from time to time adopt and observe such procedures
     concerning the counting of shares against the Plan maximum as it may deem
     appropriate.  The Board and the appropriate officers of the Company shall
     from time to time take whatever actions are necessary to file any required
     documents with governmental authorities, stock exchanges and transaction
     reporting systems to ensure that shares of Common Stock are available for
     issuance pursuant to Awards.

6.   Administration.

     (a)  This Plan, as it applies to Participants who are Employees but not
          with respect to Participants who are Non-employee Directors, shall be
          administered by the Committee.

     (b)  Subject to the provisions hereof, insofar as this Plan relates to the
          Employee Awards, the Committee shall have full and exclusive power and
          authority to administer this Plan and to take all

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          actions that are specifically contemplated hereby or are necessary or
          appropriate in connection with the administration hereof. Insofar as
          this Plan relates to Employee Awards, the Committee shall also have
          full and exclusive power to interpret this Plan and to adopt such
          rules, regulations and guidelines for carrying out this Plan as it may
          deem necessary or proper, all of which powers shall be exercised in
          the best interests of the Company and in keeping with the objectives
          of this Plan. The Committee shall have full power and authority to
          create subplans under this Plan to the extent the Committee deems
          necessary or advisable to comply with the laws of any foreign country
          in connection with Employee Awards made to Employees who are residents
          of such country. The Committee may, in its discretion, provide for the
          extension of the exercisability of an Employee Award, accelerate the
          vesting or exercisability of an Employee Award, eliminate or make less
          restrictive any restrictions contained in an Employee Award, waive any
          restriction or other provision of this Plan or an Employee Award or
          otherwise amend or modify an Employee Award in any manner that is
          either (i) not adverse to the Participant to whom such Employee Award
          was granted or (ii) consented to by such Participant. The Committee
          may correct any defect or supply any omission or reconcile any
          inconsistency in this Plan or in any Employee Award in the manner and
          to the extent the Committee deems necessary or desirable to further
          the purposes of the Plan. Any decision of the Committee in the
          interpretation and administration of this Plan shall lie within its
          sole and absolute discretion and shall be final, conclusive and
          binding on all parties concerned. The functions of the Committee
          specified in the Plan shall be exercised by the Board, if and to the
          extent that no Committee exists which has the authority to so
          administer the Plan.

     (c)  No member of the Committee or officer of the Company to whom the
          Committee has delegated authority in accordance with the provisions of
          paragraph 7 of this Plan shall be liable for anything done or omitted
          to be done by him or her, by any member of the Committee or by any
          officer of the Company in connection with the performance of any
          duties under this Plan, except for his or her own willful misconduct
          or as expressly provided by statute.

7.   Delegation of Authority.  The Committee may delegate to the Chairman of the
     Board and to other senior officers of the Company its duties under this
     Plan pursuant to such conditions or limitations as the Committee may
     establish, except that the Committee may not delegate to any person the
     authority to grant Awards to, or take other action with respect to,
     Participants who are subject to Section 16 of the Exchange Act or Section
     162(m) of the Code.

8.   Employee Awards.

     (a)  The Committee shall determine the type or types of Employee Awards to
          be made under this Plan and shall designate from time to time the
          Employees who are to be the recipients of such Awards.  Each Employee
          Award may be embodied in an Employee Award Agreement, which shall
          contain such terms, conditions and limitations as shall be determined
          by the Committee in its sole discretion and shall be signed by the
          Participant to whom the Employee Award is made and by an Authorized
          Officer for and on behalf of the Company.  Employee Awards may consist
          of those listed in this paragraph 8(a) hereof and may be granted
          singly, in combination or in tandem.  Employee Awards may also be made
          in combination or in tandem with, in replacement of, or as
          alternatives to, grants or rights under this Plan or any other
          employee plan of the Company or any of its Subsidiaries, including the
          plan of any acquired entity; provided that no Option may be issued in
          exchange for the cancellation of an Option with a lower exercise
          price. An Employee Award may provide for the grant or issuance of
          additional, replacement or alternative Employee Awards upon the
          occurrence of specified events, including the exercise of the original
          Employee Award granted to a Participant.  All or part of an Employee
          Award may be subject to conditions established by the Committee, which
          may include, but are not limited to, continuous service with the
          Company and its Subsidiaries, achievement of specific business
          objectives, increases in specified indices, attainment of specified
          growth rates and other comparable measurements of performance.  Upon
          the termination of employment by a Participant who is an Employee, any
          unexercised, deferred, unvested or unpaid Employee Awards shall be
          treated as set forth in the applicable Employee Award Agreement.

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          (i)  Stock Option.  An Employee Award may be in the form of an Option.
               An Option awarded pursuant to this Plan may consist of an
               Incentive Option or a Nonqualified Option.  The price at which
               shares of Common Stock may be purchased upon the exercise of an
               Incentive Option shall be not less than the Fair Market Value of
               the Common Stock on the date of grant.  The price at which shares
               of Common Stock may be purchased upon the exercise of a
               Nonqualified Option shall be not less than, but may exceed, the
               Fair Market Value of the Common Stock on the date of grant.
               Subject to the foregoing provisions, the terms, conditions and
               limitations applicable to any Options awarded pursuant to this
               Plan, including the term of any Options and the date or dates
               upon which they become exercisable, shall be determined by the
               Committee.

          (ii) Stock Appreciation Right.  An Employee Award may be in the form
               of an SAR.  The terms, conditions and limitations applicable to
               any SARs awarded pursuant to this Plan, including the term of any
               SARs and the date or dates upon which they become exercisable,
               shall be determined by the Committee.

         (iii) Stock Award.  An Employee Award may be in the form of a Stock
               Award.  The terms, conditions and limitations applicable to any
               Stock Awards granted pursuant to this Plan shall be determined by
               the Committee.

          (iv) Cash Award.  An Employee Award may be in the form of a Cash
               Award.  The terms, conditions and limitations applicable to any
               Cash Awards granted pursuant to this Plan shall be determined by
               the Committee.

          (v)  Performance Award.  Without limiting the type or number of
               Employee Awards that may be made under the other provisions of
               this Plan, an Employee Award may be in the form of a Performance
               Award.  A Performance Award shall be paid, vested or otherwise
               deliverable solely on account of the attainment of one or more
               pre-established, objective Performance Goals established by the
               Committee prior to the earlier to occur of (x) 90 days after the
               commencement of the period of service to which the Performance
               Goal relates and (y) the elapse of 25% of the period of service
               (as scheduled in good faith at the time the goal is established),
               and in any event while the outcome is substantially uncertain.  A
               Performance Goal is objective if a third party having knowledge
               of the relevant facts could determine whether the goal is met.
               Such a Performance Goal may be based on one or more business
               criteria that apply to the individual, one or more business units
               of the Company, or the Company as a whole, and may include one or
               more of the following: increased revenue, net income, stock
               price, market share, earnings per share, return on equity, return
               on assets or decrease in costs.  Unless otherwise stated, such a
               Performance Goal need not be based upon an increase or positive
               result under a particular business criterion and could include,
               for example, maintaining the status quo or limiting economic
               losses (measured, in each case, by reference to specific business
               criteria).  In interpreting Plan provisions applicable to
               Performance Goals and Performance Awards, it is the intent of the
               Plan to conform with the standards of Section 162(m) of the Code
               and Treasury Regulations (S) 1.162-27(e)(2)(i), and the Committee
               in establishing such goals and interpreting the Plan shall be
               guided by such provisions.  Prior to the payment of any
               compensation based on the achievement of Performance Goals, the
               Committee must certify in writing that applicable Performance
               Goals and any of the material terms thereof were, in fact,
               satisfied.  Subject to the foregoing provisions, the terms,
               conditions and limitations applicable to any Performance Awards
               made pursuant to this Plan shall be determined by the Committee.

     (b)  Notwithstanding anything to the contrary contained in this Plan, the
          following limitations shall apply to any Employee Awards made
          hereunder:

          (i)  no Participant may be granted, during any one-year period,
               Employee Awards consisting of Options or SARs that are
               exercisable for more than 300,000 shares of Common Stock;

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          (ii) no Participant may be granted, during any one-year period,
               Employee Awards consisting of shares of Common Stock or units
               denominated in such shares (other than any Employee Awards
               consisting of Options or SARs) covering or relating to more than
               100,000 shares of Common Stock (the limitation set forth in this
               clause (ii), together with the limitation set forth in clause (i)
               above, being hereinafter collectively referred to as the "Stock
               Based Awards Limitations"); and

         (iii) no Participant may be granted Employee Awards consisting of
               cash or in any other form permitted under this Plan (other than
               Employee Awards consisting of Options or SARs or otherwise
               consisting of shares of Common Stock or units denominated in such
               shares) in respect of any one-year period having a value
               determined on the date of grant in excess of $4,000,000.

9.   Director Awards.  Each Non-employee Director of the Company shall be
     granted Director Awards in accordance with this paragraph 9 and subject to
     the applicable terms, conditions and limitations set forth in this Plan and
     the applicable Director Award Agreement.  Notwithstanding anything to the
     contrary contained herein, Director Awards shall not be made in any year in
     which a sufficient number of shares of Common Stock are not available to
     make such Awards under this Plan.

     (a)  Automatic Director Options.  On the date of his or her initial
          election to the Board, each Non-employee Director shall be
          automatically awarded a Director Option that provides for the purchase
          in aggregate under this Plan or any other stock plan of the Company
          then in effect of 5,000 shares of Common Stock.  In addition, on each
          Annual Director Award Date, each Non-employee Director shall
          automatically be granted a Director Option that provides for the
          purchase, in aggregate under this Plan or any other stock plan of the
          Company then in effect, of 5,000 shares of Common Stock.  In the event
          that a Non-employee Director is elected after the Effective Date
          otherwise than by election at an annual meeting of stockholders of the
          Company, on the date of his or her election, such Non-employee
          Director shall automatically be granted a Director Option that
          provides for the purchase of a number of shares of Common Stock
          (rounded up to the nearest whole number), in aggregate under this Plan
          or any other stock plan of the Company then in effect, equal to the
          product of (i) 5,000 and (ii) a fraction the numerator of which is the
          number of days between the election of such Non-employee Director and
          the next scheduled Annual Director Award Date (or, if no such date has
          been scheduled, the first anniversary of the immediately preceding
          Annual Director Award Date) and the denominator of which is 365.  Each
          Director Option shall have a term of ten years from the date of grant,
          notwithstanding any earlier termination of the status of the holder as
          a Non-employee Director.  The purchase price of each share of Common
          Stock subject to a Director Option shall be equal to the Fair Market
          Value of the Common Stock on the date of grant.  All Director Options
          shall vest and become exercisable in increments of one-third of the
          total number of shares of Common Stock that are subject thereto
          (rounded up to the nearest whole number) on the first and second
          anniversaries of the date of grant and of all remaining shares of
          Common Stock that are subject thereto on the third anniversary of the
          date of grant.  All unvested Director Options shall be forfeited if
          the Non-employee Director resigns as a Director without the consent of
          a majority of the other Directors.

     (b)  Elective Director Options.  In addition to the Director Options
          automatically awarded pursuant to the immediately preceding paragraph,
          a Non-employee Director may make an annual election to receive, in
          lieu of all or any portion of the Director's fees he would otherwise
          be entitled to receive in cash during the next year (including both
          annual retainer and meeting fees), Director Options that provide for
          the purchase of a number of shares of Common Stock (rounded up to the
          nearest whole number), in aggregate under this Plan or any other stock
          plan of the Company then in effect, equal to the product of (x) three
          times (y) a fraction the numerator of which is equal to the dollar
          amount of fees the Non-employee Director elects to forego in the next
          year in exchange for Director Options and the denominator of which is
          equal to the Fair Market Value of the Common Stock on the effective
          date of the election.  Each annual election made by a Non-employee
          Director pursuant to this paragraph 9(b), (i) shall take the form of a
          written document signed by such Non-employee Director and filed with
          the Secretary of the Company, (ii) shall designate the dollar amount
          of the fees the Non-employee Director elects to forego in the next
          year in exchange

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          for Director Options and (iii) to the extent provided by the Committee
          in order to ensure that the Award of the Director Options is exempt
          from Section 16 by virtue of Rule 16b-3, shall be irrevocable and
          shall be made prior to the date as of which such Award of Director
          Options is to be effective. An Award of Director Options at the
          election of a Non-employee Director shall be effective on the next
          Annual Director Award Date.

          Any Award of Director Options shall be embodied in a Director Award
          Agreement, which shall contain the terms, conditions and limitations
          set forth above and shall be signed by the Participant to whom the
          Director Options are granted and by an Authorized Officer for and on
          behalf of the Company.

10.  Payment of Awards.

     (a)  General.  Payment of Employee Awards may be made in the form of cash
          or Common Stock, or a combination thereof, and may include such
          restrictions as the Committee shall determine, including, in the case
          of Common Stock, restrictions on transfer and forfeiture provisions.
          If payment of an Employee Award is made in the form of Restricted
          Stock, the Employee Award Agreement relating to such shares shall
          specify whether they are to be issued at the beginning or end of the
          Restriction Period.  In the event that shares of Restricted Stock are
          to be issued at the beginning of the Restriction Period, the
          certificates evidencing such shares (to the extent that such shares
          are so evidenced) shall contain appropriate legends and restrictions
          that describe the terms and conditions of the restrictions applicable
          thereto.  In the event that shares of Restricted Stock are to be
          issued at the end of the Restricted Period, the right to receive such
          shares shall be evidenced by book entry registration or in such other
          manner as the Committee may determine.

     (b)  Deferral.  With the approval of the Committee, payments in respect of
          Employee Awards may be deferred, either in the form of installments or
          a future lump-sum payment.  The Committee may permit selected
          Participants to elect to defer payment of some or all types of
          Employee Awards in accordance with procedures established by the
          Committee.  Any deferred payment of an Employee Award, whether elected
          by the Participant or specified by the Employee Award Agreement or by
          the Committee, may be forfeited if and to the extent that the Employee
          Award Agreement so provides.

     (c)  Dividends and Interest.  Rights to dividends or Dividend Equivalents
          may be extended to and made part of any Employee Award consisting of
          shares of Common Stock or units denominated in shares of Common Stock,
          subject to such terms, conditions and restrictions as the Committee
          may establish.   The Committee may also establish rules and procedures
          for the crediting of interest on deferred cash payments and Dividend
          Equivalents for Employee Awards consisting of shares of Common Stock
          or units denominated in shares of Common Stock.

     (d)  Substitution of Awards.  At the discretion of the Committee, a
          Participant who is an Employee may be offered an election to
          substitute an Employee Award for another Employee Award or Employee
          Awards of the same or different type.

11.  Stock Option Exercise.  The price at which shares of Common Stock may be
     purchased under a Director Option shall be paid in full at the time of
     exercise in cash.  The price at which shares of Common Stock may be
     purchased under an Option which is an Employee Award shall be paid in full
     at the time of exercise in cash or, if elected by the optionee, the
     optionee may purchase such shares by means of tendering Common Stock or
     surrendering another Award, including Restricted Stock, valued at Fair
     Market Value on the date of exercise, or any combination thereof.  The
     Committee shall determine acceptable methods for Participants who are
     Employees to tender Common Stock or other Employee Awards; provided that
     any Common Stock that is or was the subject of an Employee Award may be so
     tendered only if it has been held by the Participant for six months.  The
     Committee may provide for procedures to permit the exercise or purchase of
     such Awards by use of the proceeds to be received from the sale of Common
     Stock issuable pursuant to an Employee Award.  Unless otherwise provided in
     the applicable Award Agreement, in the event shares of Restricted Stock are
     tendered as consideration for the exercise of an Option, a number of the
     shares issued upon the exercise of the Option, equal to the number of
     shares of Restricted Stock used as

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     consideration therefore, shall be subject to the same restrictions as the
     Restricted Stock so submitted as well as any additional restrictions that
     may be imposed by the Committee.

12.  Tax Withholding.  The Company shall have the right to deduct applicable
     taxes from any Employee Award payment and withhold, at the time of delivery
     or vesting of cash or shares of Common Stock under this Plan, an
     appropriate amount of cash or number of shares of Common Stock or a
     combination thereof for payment of taxes required by law or to take such
     other action as may be necessary in the opinion of the Company to satisfy
     all obligations for withholding of such taxes.  The Committee may also
     permit withholding to be satisfied by the transfer to the Company of shares
     of Common Stock theretofore owned by the holder of the Employee Award with
     respect to which withholding is required.  If shares of Common Stock are
     used to satisfy tax withholding, such shares shall be valued based on the
     Fair Market Value when the tax withholding is required to be made.  The
     Committee may provide for loans, on either a short term or demand basis,
     from the Company to a Participant who is an Employee to permit the payment
     of taxes required by law.

13.  Amendment, Modification, Suspension or Termination.  The Board or the
     Compensation Committee may amend, modify, suspend or terminate this Plan
     for the purpose of meeting or addressing any changes in legal requirements
     or for any other purpose permitted by law except that (i) no amendment or
     alteration that would adversely affect the rights of any Participant under
     any Award previously granted to such Participant shall be made without the
     consent of such Participant, and (ii) no amendment or alteration shall be
     effective prior to its approval by the stockholders of the Company to the
     extent such approval is required by applicable legal requirements.
     Notwithstanding the foregoing, the Committee is authorized to amend this
     Plan to the extent it deems necessary or advisable in order for the Plan to
     comply, qualify or be registered under the laws of any foreign
     jurisdiction, subject to clauses (i) and (ii) of this paragraph 13.

14.  Assignability.  Unless otherwise determined by the Committee and provided
     in the Award Agreement, no Award or any other benefit under this Plan
     constituting a derivative security within the meaning of Rule 16a-1(c)
     under the Exchange Act shall be assignable or otherwise transferable except
     by will or the laws of descent and distribution.  The Committee may
     prescribe and include in applicable Award Agreements other restrictions on
     transfer.  Any attempted assignment of an Award or any other benefit under
     this Plan in violation of this paragraph 14 shall be null and void.

15.  Adjustments.

     (a)  The existence of outstanding Awards shall not affect in any manner the
          right or power of the Company or its stockholders to make or authorize
          any or all adjustments, recapitalizations, reorganizations or other
          changes in the capital stock of the Company or its business or any
          merger or consolidation of the Company, or any issue of bonds,
          debentures, preferred or prior preference stock (whether or not such
          issue is prior to, on a parity with or junior to the Common Stock) or
          the dissolution or liquidation of the Company, or any sale or transfer
          of all or any part of its assets or business, or any other corporate
          act or proceeding of any kind, whether or not of a character similar
          to that of the acts or proceedings enumerated above.

     (b)  In the event of any subdivision or consolidation of outstanding shares
          of Common Stock, declaration of a dividend payable in shares of Common
          Stock or other stock split, then (i) the number of shares of Common
          Stock reserved under this Plan, (ii) the number of shares of Common
          Stock covered by outstanding Awards in the form of Common Stock or
          units denominated in Common Stock, (iii) the exercise or other price
          in respect of such Awards, (iv) the appropriate Fair Market Value and
          other price determinations for such Awards, (v) the number of shares
          of Common Stock covered by Director Options automatically granted
          pursuant to paragraph 9 hereof, and (vi) the Stock Based Awards
          Limitations (as defined in paragraph 8(b) hereof) shall each be
          proportionately adjusted by the Board to reflect such transaction.  In
          the event of any other recapitalization or capital reorganization of
          the Company, any consolidation or merger of the Company with another
          corporation or entity, the adoption by the Company of any plan of
          exchange affecting the Common Stock or any distribution to holders of
          Common Stock of securities or property (other than normal cash
          dividends or dividends payable in Common Stock), the Board shall make
          appropriate adjustments to (i) the number of shares of Common Stock
          covered by

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<PAGE>

          Awards in the form of Common Stock or units denominated in Common
          Stock, (ii) the exercise or other price in respect of such Awards,
          (iii) the appropriate Fair Market Value and other price determinations
          for such Awards, (iv) the number of shares of Common Stock covered by
          Director Options automatically granted pursuant to paragraph 9 hereof,
          and (v) the Stock Based Awards Limitations to give effect to such
          transaction shall each be proportionately adjusted by the Board to
          reflect such transaction; provided that such adjustments shall only be
          such as are necessary to maintain the proportionate interest of the
          holders of the Awards and preserve, without exceeding, the value of
          such Awards. In the event of a corporate merger, consolidation,
          acquisition of property or stock, separation, reorganization or
          liquidation, the Board shall be authorized to issue or assume Awards
          by means of a substitution of new Awards, as appropriate, for
          previously issued Awards or an assumption of previously issued Awards
          as part of such adjustment.

16.  Restrictions.  No Common Stock or other form of payment shall be issued
     with respect to any Award unless the Company shall be satisfied based on
     the advice of its counsel that such issuance will be in compliance with
     applicable federal and state securities laws. Certificates evidencing
     shares of Common Stock delivered under this Plan (to the extent that such
     shares are so evidenced) may be subject to such stop transfer orders and
     other restrictions as the Committee may deem advisable under the rules,
     regulations and other requirements of the Securities and Exchange
     Commission, any securities exchange or transaction reporting system upon
     which the Common Stock is then listed or to which it is admitted for
     quotation and any applicable federal or state securities law.  The
     Committee may cause a legend or legends to be placed upon such certificates
     (if any) to make appropriate reference to such restrictions.

17.  Unfunded Plan.  Insofar as it provides for Awards of cash, Common Stock or
     rights thereto, this Plan shall be unfunded.  Although bookkeeping accounts
     may be established with respect to Participants who are entitled to cash,
     Common Stock or rights thereto under this Plan, any such accounts shall be
     used merely as a bookkeeping convenience.  The Company shall not be
     required to segregate any assets that may at any time be represented by
     cash, Common Stock or rights thereto, nor shall this Plan be construed as
     providing for such segregation, nor shall the Company, the Board or the
     Committee be deemed to be a trustee of any cash, Common Stock or rights
     thereto to be granted under this Plan.  Any liability or obligation of the
     Company to any Participant with respect to an Award of cash, Common Stock
     or rights thereto under this Plan shall be based solely upon any
     contractual obligations that may be created by this Plan and any Award
     Agreement, and no such liability or obligation of the Company shall be
     deemed to be secured by any pledge or other encumbrance on any property of
     the Company.  Neither the Company nor the Board nor the Committee shall be
     required to give any security or bond for the performance of any obligation
     that may be created by this Plan.

18.  Governing Law.  This Plan and all determinations made and actions taken
     pursuant hereto, to the extent not otherwise governed by mandatory
     provisions of the Code or the securities laws of the United States, shall
     be governed by and construed in accordance with the laws of the State of
     Delaware, without regard to its choice or conflicts of laws
     principles.1264737v2

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