<PAGE>

                                                                    Exhibit 10.2

                             NEWSUB SERVICES, INC.

                            1999 STOCK OPTION PLAN

1.   Establishment and Purpose.

     There is hereby adopted the NewSub Services, Inc. 1999 Stock Option Plan
(the "Plan"). This Plan is intended to promote the interests of the Company (as
defined below) and the stockholders of NewSub Services, Inc. ("NSS") by
providing officers and other employees of the Company with appropriate
incentives and rewards to encourage them to enter into and continue in the
employ of the Company and to acquire a proprietary interest in the long-term
success of the Company; and to reward the performance of individual officers,
other employees, consultants and directors in fulfilling their responsibilities
for long-range achievements.

2.   Definitions.

     As used in the Plan, the following definitions apply to the terms indicated
below:

     (a)  "Agreement" shall mean the written agreement between NSS and a
          Participant evidencing an Incentive Award.

     (b)  "Board of Directors" shall mean the Board of Directors of NSS.

     (c)  "Cause" shall mean (1) the willful and continued failure by the
          Participant substantially to perform his or her duties and obligations
          to the Company (other than any such failure resulting from his or her
          incapacity due to physical or mental illness); (2) the willful
          engaging by the Participant in misconduct which is materially
          injurious to the Company; (3) the commission by the Participant of a
          felony; or (4) the commission by the Participant of a crime against
          the Company which is materially injurious to the Company. For purposes
          of this Section 2(c), no act, or failure to act, on a Participant's
          part shall be considered "willful" unless done, or omitted to be done,
          by the Participant in bad faith and without reasonable belief that
          this or her action or omission was in the best interest of the
          Company. Determination of Cause shall be made by the Committee in its
          sole discretion.

     (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time, and any regulations promulgated thereunder.

     (e)  "Committee" shall mean the Compensation Committee of the Board of
          Directors, or, if no such Committee has been constituted by the Board
          of Directors, then the Board of Directors of NSS.
<PAGE>

     (f)  "Company" shall mean, collectively, NSS and each of its Subsidiaries
          now held or hereafter acquired.

     (g)  "Company Stock" shall mean the Class B common stock of NSS.

     (h)  "Disability shall mean: (1) any physical or mental condition that
          would qualify a Participant for a disability benefit under the long-
          term disability plan maintained by the Company and applicable to him
          or her; (2) when used in connection with the exercise of an Incentive
          Stock Option following termination of employment, disability within
          the meaning of Section 22(e)(3) of the Code; or (3) such other
          condition as may be determined in the sole discretion of the Committee
          to constitute Disability.

     (i)  "Effective Date" shall mean the date upon which this Plan is adopted
          by the Board of Directors.

     (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.

     (k)  "Executive Officer" shall have the meaning set forth in Rule 3b-7
          promulgated under the Exchange Act.

     (1)  The "Fair Market Value" of a share of Company Stock, as of a date of
          determination, shall mean (1) the closing sales price per share of
          Company Stock on the national securities exchange on which such stock
          is principally traded for the last preceding date on which there was a
          sale of such stock on such exchange, or (2) if the shares of Company
          Stock are not listed or admitted to trading on any such exchange, the
          closing price as reported by the NASDAQ Stock Market for the last
          preceding date on which there was a sale of such stock on such
          exchange, or (3) if the shares of Company Stock are not then listed on
          the NASDAQ Stock Market, the average of the highest reported bid and
          lowest reported asked prices for the shares of Company Stock as
          reported by the National Association of Securities Dealers, Inc.
          Automated Quotations System for the last preceding date on which there
          was a sale of such stock in such market, or (4) if the shares of
          Company Stock are not then listed on a national securities exchange or
          traded in an over-the-counter market or the value of such shares is
          not otherwise determinable, such value as determined by the Committee
          in good faith.

     (m)  "Incentive Award" shall mean any Option or Other Award granted
          pursuant to the terms of the Plan.

     (n)  "Incentive Stock Option" shall mean an Option that is an "incentive
          stock option" within the meaning of Section 422 of the Code, or any
          successor provision, and that is designated by the Committee as an
          Incentive Stock Option.

                                      -2-
<PAGE>

     (o)  "Non-Qualified Stock Option" shall mean an Option other than an
          Incentive Stock Option.

     (p)  "Option" shall mean an option to purchase shares of Company Stock
          granted pursuant to Section 7.

     (q)  "Other Award" shall mean an award granted pursuant to Section 8
          hereof.

     (r)  "Partial Exercise" shall mean an exercise of an Incentive Award for
          less than the full extent permitted at the time of such exercise.

     (s)  "Participant" shall mean (1) an employee or consultant of the Company
          to whom an Incentive Award is granted pursuant to the Plan and (2)
          upon the death of an individual described in (1), his or her
          successors, heirs, executors and administrators, as the case may be.

     (t)  "Reload Option" shall mean a Non-Qualified Stock Option granted
          pursuant to Section 7(c)(5).

     (u)  "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the Exchange
          Act, as amended from time to time.

     (v)  "Securities Act" shall mean the Securities Act of 1933, as amended
          from time to time.

     (w)  "Subsidiary" shall mean a "subsidiary corporation" within the meaning
          of Section 424(f) of the Code.

3.   Stock Subject to the Plan

     (a)  Shares Available for Awards

          The maximum number of shares of Company Stock reserved for issuance
          under the Plan shall be 638 shares (subject to adjustment as provided
          herein). Such shares may be authorized but unissued Company Stock or
          authorized and issued Company Stock held in NSS's treasury.

          The present authorized capitalization of the Company consists of 7,500
          shares of Class A voting Common Stock having no par value, 760 shares
          of Series A Convertible Preferred Stock, having a par value of $.01
          per share, and 7,500 shares of Class B non-voting Common Stock having
          no par value. There are currently 2,000 shares of Class A Common
          Stock, 703.36 shares of Series A Convertible Common Stock and 6,792
          shares of Class B Common Stock outstanding, or a total of 9495.36
          shares of stock outstanding. Incentive Awards granted pursuant to this
          Plan shall be issued on the assumption that the Company has (i)
          amended its Certificate of Incorporation to increase its authorized
          number

                                      -3-
<PAGE>

     of Class B non-voting common shares to 45,000,000 shares (or such greater
     number as the Company may determine) and (ii) distributed 3,684 shares of
     Class B non-voting Common Stock for each outstanding share of Class A,
     Series A Convertible Preferred Stock and Class B Common Stock of the
     Company as of the date of adoption of this Plan (the "Recapitalization").
     The Company does not intend to effect the Recapitalization currently but
     may, in its sole discretion, do so at any time in the future. Accordingly,
     in the event that the Recapitalization is not effected, the maximum number
                                               ---
     of shares of Company stock reserved for issuance under the Plan shall be
     equal to the 638 shares recited in the immediately preceding paragraph. In
     the event that the Recapitalization is effected, then the maximum number of
     shares of Company stock reserved for issuance under the Plan shall be equal
     to 638 multiplied by 3,684, or 2,350,392. Since Incentive Awards granted
     pursuant to this Plan shall be issued on the assumption that the
     Recapitalization has been effected, if the Recapitalization is not
                                                                    ---
     effected, then the number of shares of Company stock subject to an
     Incentive Award shall be divided by 3,684 and the exercise price per share
     shall be multiplied by 3,684.

     The Committee may direct that any stock certificate evidencing shares
     issued pursuant to the Plan shall bear a legend setting forth such
     restrictions on transferability as may apply to such shares pursuant to the
     Plan.

(b)  Adjustment for Change in Capitalization.

     In the event that the Committee shall determine that any dividend or other
     distribution (whether in the form of cash, Company Stock, or other
     property), recapitalization, Company Stock split, reverse Company Stock
     split, reorganization, merger, consolidation, spin-off, combination,
     repurchase, or share exchange, or other similar corporate transaction or
     event, affects the Company Stock such that an adjustment is appropriate in
     order to prevent dilution or enlargement of the rights of Participants
     under the Plan, then the Committee shall make such equitable changes or
     adjustments as it deems necessary or appropriate to any or all of (1) the
     number and kind of shares of Company Stock which may thereafter be issued
     in connection with Incentive Awards, (2) the number and kind of shares of
     Company Stock issued or issuable in respect of outstanding Incentive
     Awards, (3) the exercise price, grant price or purchase price relating to
     any Incentive Award, and (4) the maximum number of shares subject to
     Incentive Awards which may be awarded to any employee during any tax year
     of the Company; provided that, with respect to Incentive Stock Options,
     such adjustment shall be made in accordance with Section 424 of the Code.
     Notwithstanding anything contained herein, the Committee shall not make any
     such changes or adjustments with respect to the Recapitalization defined in
     3(a) above as Incentive Awards shall be issued on the assumption that the
     Recapitalization has been effected.

(c)  Re-use of Shares.

                                      -4-
<PAGE>

          The following shares of Company Stock shall again become available for
          Incentive Awards: except as provided below, any shares subject to an
          Incentive Award that remain unissued upon the cancellation, surrender,
          exchange or termination of such award for any reason whatsoever.
          Notwithstanding the foregoing, upon the exercise of any Incentive
          Award granted in tandem with any other Incentive Awards, such related
          Awards shall be cancelled to the extent of the number of shares of
          Company Stock as to which the Incentive Award is exercised and such
          number of shares shall no longer be available for Incentive Awards
          under the Plan.

4.   Administration of the Plan.

     The Plan shall be administered by the Committee. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Incentive Awards; to determine the persons to
whom and the time or times at which Incentive Awards shall be granted; to
determine the type and number of Incentive Awards to be granted, the number of
shares of Stock to which an Award may relate and the terms, conditions,
restrictions and performance criteria relating to any Incentive Award; to
determine whether, to what extent, and under what circumstances an Incentive
Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make
adjustments in the performance goals in recognition of unusual or non-recurring
events affecting the Company or the financial statements of the Company (to the
extent not inconsistent with Section 162(m) of the Code, if applicable), or in
response to changes in applicable laws, regulations, or accounting principles;
to construe and interpret the Plan and any Incentive Award; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of Agreements; and to make all other determinations deemed
necessary or advisable for the administration of the Plan.

     The Committee may, in its absolute discretion, without amendment to the
Plan, (a) accelerate the date on which any Option granted under the Plan becomes
exercisable, waive or amend the operation of Plan provisions respecting exercise
after termination of employment or otherwise adjust any of the terms of such
Option, and (b) waive any condition imposed hereunder with respect to any
Incentive Award or otherwise adjust any of the terms applicable to any such
Incentive Award.

     No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify (to the
extent permitted under Connecticut law and the bylaws of the Company) and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.

                                      -5-
<PAGE>

5.   Eligibility.

     The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such employees of the Company (including officers of the
Company), consultants and directors of the Company as the Committee shall
select from time to time.

6.   Awards Under the Plan; Agreement.

     The Committee may grant Options and Other Awards in such amounts and with
such terms and conditions as the Committee shall determine, subject to the
provisions of the Plan.

     Each Incentive Award granted under the Plan shall be evidenced by an
Agreement which shall contain such provisions as the Committee may in its sole
discretion deem necessary or desirable.  By accepting an Incentive Award, a
Participant thereby agrees that the award shall be subject to all of the terms
and provisions of the Plan and the applicable Agreement.

7.   Options.

     (a)  Identification of Options.

          Each Option shall be clearly identified in the applicable Agreement as
          either an Incentive Stock Option or a Non-Qualified Stock Option.

     (b)  Exercise Price.

          Each Agreement with respect to an Option shall set forth the amount
          (the "option exercise price") payable by the grantee to the Company
          upon exercise of the Option. The option exercise price per share shall
          be determined by the Committee; provided, however, that in the case of
          an Incentive Stock Option, the option exercise price shall in no event
          be less than the Fair Market Value of a share of Company Stock on the
          date the Option is granted.

     (c)  Term and Exercise of Options.

          (1)  Unless the applicable Agreement provides otherwise, an Option
               shall become exercisable as to one hundred (100%) percent of the
               shares covered thereby on the fourth anniversary of the date of
               grant. The Committee shall determine the expiration date of each
               Option; provided, however, that no Incentive Stock Option shall
               be exercisable more than 10 years after the date of grant. Unless
               the applicable Agreement provides otherwise, no Option shall be
               exercisable prior to the first anniversary of the date of grant.

          (2)  An Option may be exercised for all or any portion of the shares
               as to which it is exercisable, provided that no Partial Exercise
               of an Option shall be for an aggregate exercise price of less
               than $1,000. The Partial Exercise of an Option shall not cause
               the expiration, termination or cancellation of the remaining
               portion thereof.

                                      -6-

<PAGE>

     (3)  An Option shall be exercised by delivering notice to NSS's principal
          office, to the attention of its Secretary. Such notice shall be
          accompanied by the applicable Agreement, shall specify the number of
          shares of Company Stock with respect to which the Option is being
          exercised and the effective date of the proposed exercise and shall be
          signed by the Participant or other person then having the right to
          exercise the Option. Payment for shares of Company Stock purchased
          upon the exercise of an Option shall be made on the effective date of
          such exercise in cash or by certified check, bank cashier's check or
          wire transfer.

     (4)  Certificates for shares of Company stock purchased upon the exercise
          of an Option shall be issued in the name of the Participant or other
          person entitled to receive such shares, and delivered to the
          Participant or such other person as soon as practicable following the
          effective date on which the Option is exercised.

     (5)  The Committee shall have the authority to specify, at the time of
          grant or, with respect to Non-Qualified Stock Options, at or after the
          time of grant, that a Participant shall be granted a new Non-Qualified
          Stock Option (a "Reload Option") for a number of shares equal to the
          number of shares surrendered by the Participant upon exercise of all
          or a part of an Option in the manner described in Section 7(c)(3)
          above, subject to the availability of shares of Company Stock under
          the Plan at the time of such exercise. Reload Options shall be subject
          to such conditions as may be specified by the Committee in its
           discretion, subject to the terms of the Plan.

(d)  Limitations on Incentive Stock Options.

     (1)  To the extent that the aggregate Fair Market Value of shares of
          Company Stock with respect to which Incentive Stock Options are
          exercisable for the first time by a Participant during any calendar
          year under the Plan and any other stock option plan of the Company (or
          any Subsidiary) shall exceed $100,000, such Options shall be treated
          as Non-Qualified Stock Options. Such Fair Market Value shall be
          determined as of the date on which each such Incentive Stock Option is
          granted.

     (2)  No Incentive Stock Option may be granted to an individual if, at the
          time of the proposed grant, such individual owns (or is attributed to
          own by virtue of the Code) stock possessing more than ten percent of
          the total combined voting power of all classes of stock option of the
          Company or any Subsidiary unless (i) the exercise price of such
          Incentive Stock is at least 110 percent of the Fair Market Value of a
          share of Company Stock at the time such Incentive Stock Option is
          granted and (ii) such Incentive Stock Option is not exercisable after
          the expiration of five years from the date such Incentive Stock Option
          is granted.

                                      -7-





<PAGE>

    (e)  Effect of Termination of Employment.

         (1)  Unless the applicable Agreement provides otherwise, in the event
              that the employment of a Participant with the Company shall
              terminate for any reason other than Cause, Disability or death,
              (i) Options granted to such Participant, to the extent that they
              are exercisable at the time of such termination, shall remain
              exercisable until the date that is three months after such
              termination, on which date they shall expire, and (ii) Options
              granted to such Participant, to the extent that they were not
              exercisable at the time of such termination, shall expire at the
              close of business on the date of such termination. The three-month
              period described in this Section 7(e)(1) shall be extended to one
              year from the date of such termination in the event of the
              Participant's death during such three-month period.
              Notwithstanding the foregoing, no Option shall be exercisable
              after the expiration of its term.

         (2)  Unless the applicable Agreement provides otherwise, in the event
              that the employment of a Participant with the Company shall
              terminate on account of the Disability or death of the
              Participant, (i) Options granted to such Participant, to the
              extent that they were exercisable at the time of such termination,
              shall remain exercisable until the first anniversary of such
              termination, on which date they shall expire, and (ii) Options
              granted to such Participant, to the extent that they were not
              exercisable at the time of such termination, shall expire at the
              close of business on the date of such termination; provided,
              however, that no Option shall be exercisable after the expiration
              of its term.

         (3)  In the event of the termination of a Participant's employment for
              Cause, all outstanding Options granted to such Participant shall
              expire at the commencement of business on the date of such
              termination.

8.  Other Awards.

    Other forms of Incentive Awards ("Other Awards") valued in whole or in part
by reference to, or otherwise based on, Company Stock may be granted either
alone or in addition to other Incentive Awards under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Other Awards
shall be granted, the number of shares of Company Stock to be granted pursuant
to such Other Awards and all other conditions of such Other Awards.

9.  Rights as a Stockholder.

    No person shall have any rights as a stockholder with respect to any shares
of Company Stock covered by or relating to any Incentive Award until the date of
issuance of a stock certificate with respect to such shares. Except as otherwise
expressly provided in Section 3(c), no adjustment to any Incentive Award shall
be made for dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued.

                                      -8-
<PAGE>

10. No Special Employment Rights; No Right to Incentive Award.

    Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant.

    No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a participant at
any time shall neither require the Committee to grant any other Incentive Award
to such Participant or other person at any time or preclude the Committee from
making subsequent grants to such Participant or any other person.

11. Securities Matters.

    (a)  NSS shall be under no obligation to effect the registration pursuant to
         the Securities Act of any interests in the Plan or any shares of
         Company Stock to be issued hereunder or to effect similar compliance
         under any state laws. Notwithstanding anything herein to the contrary,
         NSS shall not be obligated to cause to be issued or delivered any
         certificates evidencing shares of Company Stock pursuant to the Plan
         unless and until NSS is advised by its counsel that the issuance and
         delivery of such certificates is in compliance with all applicable
         laws, regulations of governmental authority and the requirements of any
         securities exchange on which shares of Company Stock are traded. The
         Committee may require, as a condition of the issuance and delivery of
         certificates evidencing shares of Company Stock pursuant to the terms
         hereof, that the recipient of such shares make such agreements and
         representations, and that such certificates bear such legends, as the
         Committee, in its sole discretion, deems necessary or desirable.

    (b)  The transfer of any shares of Company Stock hereunder shall be
         effective only at such time as counsel to NSS shall have determined
         that the issuance and delivery of such shares is in compliance with all
         applicable laws, regulations of governmental authority and the
         requirements of any securities exchange on which shares of Company
         Stock are traded. The Committee may, in its sole discretion, defer the
         effectiveness of any transfer of shares of Company Stock hereunder in
         order to allow the issuance of such shares to be made pursuant to
         registration or an exemption from registration or other methods for
         compliance available under federal or state securities laws. The
         Committee shall inform the Participant in writing of its decision to
         defer the effectiveness of a transfer. During the period of such
         deferral in connection with the exercise of an Option, the Participant
         may, by written notice, withdraw such exercise and obtain the refund of
         any amount paid with respect thereto.

12. Withholding Taxes.

                                      -9-
<PAGE>

    Whenever shares of Company Stock are to be delivered pursuant to an
Incentive Award, the Company shall have the right to require the Participant to
remit to the Company in cash an amount sufficient to satisfy any federal, state
and local withholding tax requirements related thereto. With the approval of the
Committee, a Participant may satisfy the foregoing requirement by electing to
have the Company withhold from delivery shares of Company Stock having a value
equal to the amount of tax to be withheld. Such shares shall be valued at their
Fair Market Value on the date on which the amount of tax to be withheld is
determined (the "Tax Date"). Fractional share amounts shall be settled in cash.
Such a withholding election may be made with respect to all or any portion of
the shares to be delivered pursuant to an Incentive Award.

13. Notification Upon Disqualifying Disposition Under Section 421(b) of the
    Code.

    Each Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of shares of Company Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 42 1 (b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.

14. Amendment or Termination of the Plan.

    The Board of Directors may, at any time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever; provided, however, that
stockholder approval shall be required if and to the extent required by Rule
16b-3 or by any comparable or successor exemption under which the Board of
Directors believes it is appropriate for the Plan to qualify, or if and to the
extent the Board of Directors determines that such approval is appropriate for
purposes of satisfying Section 162(m) or 422 of the Code. Incentive Awards may
be granted under the Plan prior to the receipt of such stockholder approval but
each such grant shall be subject in its entirety to such approval and no award
may be exercised, vested or otherwise satisfied prior to the receipt of such
approval. Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority pursuant to Section 4, which discretion may be exercised
without amendment to the Plan. No action hereunder may, without the consent of a
Participant, reduce the Participant's rights under any outstanding Incentive
Award.

15. Transfers Upon Death; Nonassignability.

    Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executor or administrator of the
Participant's estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution. No transfer of an
Incentive Award by will or the laws of descent and distribution shall be
effective to bind the Company unless the Committee shall have been furnished
with (a) written notice thereof and with a copy of the will and/or such evidence
as the Committee may deem necessary to establish the validity of the transfer
and (b) an agreement by the transferee to comply with all the terms and
conditions of the Incentive Award that are or would have been applicable to the
Participant and to be bound by the acknowledgments made by the Participant in
connection with the grant of the Incentive Award.

                                     -10-
<PAGE>

    During, a Participant's lifetime, the Committee may permit the transfer,
assignment or other encumbrance of an outstanding Option unless (y) such Option
is an Incentive Stock Option and the Committee and the Participant intend that
it shall retain such status, or (z) such Option is meant to qualify for the
exemptions available under Rule 16b-3, nontransferability is necessary under
Rule 16b-3 in order for the award to so qualify and the Committee and the
Participant intend that it shall continue to so qualify. Subject to any
conditions as the Committee may prescribe, a Participant may, upon providing
written notice to the Secretary of NSS, elect to transfer any or all Options
granted to such Participant pursuant to the Plan to members of his or her
immediate family, including, but not limited to, children, grandchildren and
spouse or to trusts for the benefit of such immediate family members or to
partnerships in which such family members are the only partners; provided,
however, that no such transfer by any Participant may be made in exchange for
consideration.

16. Expenses and Receipts.

    The expenses of the Plan shall be paid by the Company. Any proceeds received
by the Company in connection with any Incentive Award will be used for general
corporate purposes.

17. Failure to Comply.

    In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Agreement, unless such failure is
remedied by such Participant (or beneficiary) within ten days after notice of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Incentive Award, in whole or in part, as the Committee, in
its absolute discretion, may determine.

18. Effective Date and Term of Plan.

    The Plan became effective on the Effective Date, but the Plan (and any
grants of Incentive Awards made prior to stockholder approval of the Plan) shall
be subject to the requisite approval of the stockholders of NSS. In the absence
of such approval, such Incentive Awards shall be null and void. Unless earlier
terminated by the Board of Directors, the right to grant Incentive Awards under
the Plan will terminate on the tenth anniversary of the Effective Date.
Incentive Awards outstanding at Plan termination will remain in effect according
to their terms and the provisions of the Plan.

19. Applicable Law.

    Except to the extent preempted by any applicable federal law, the Plan will
be construed and administered in accordance with the laws of the State of
Connecticut, without reference to its principles of conflicts of law.

20. Participant Rights.

    No Participant shall have any claim to be granted any award under the Plan,
and there is no obligation for uniformity of treatment for Participants. Except
as provided specifically herein, a Participant or a transferee of an Incentive
Award shall have no rights as a stockholder

                                     -11-
<PAGE>

with respect to any shares covered by any award until the date of the issuance
of a Company Stock certificate to him or her for such shares.

21.  Unfunded Status of Awards.

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Incentive Award, nothing contained in the Plan or any
Agreement shall give any such Participant any rights that are greater than those
of a general creditor of the Company.

22.  Beneficiary.

     A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.

23.  Interpretation.

     The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.

24.  Severability.

     If any provision of the Plan is held to be invalid or unenforceable, the
other provisions of the Plan shall not be affected but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.

                                     -12-