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                                                                    EXHIBIT 10.1

                        VALOR COMMUNICATIONS GROUP, INC.

                      2005 LONG-TERM EQUITY INCENTIVE PLAN
                      ------------------------------------

1.       Purpose.
         -------

         This plan shall be known as the Valor 2005 Long-Term Equity Incentive
Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term
growth and profitability of Valor Communications Group, Inc. (the "Company") and
its Subsidiaries by (i) providing certain directors, officers and employees of,
and certain other individuals who perform services for, or to whom an offer of
employment has been extended by, the Company and its Subsidiaries with
incentives to maximize stockholder value and otherwise contribute to the success
of the Company and (ii) enabling the Company to attract, retain and reward the
best available persons for positions of responsibility. Grants ("Grants") of
incentive or non-qualified stock options, stock appreciation rights ("SARs")
restricted stock, performance awards or any combination of the foregoing may be
made under the Plan. This Plan supercedes any prior plans, and any Grant
hereunder supercedes any prior written agreement pursuant to which such Grant is
made.

2.       Definitions.
         -----------

         (a) "Award Agreement" means any written agreement between the Company
and any person pursuant to which the Company makes any Grant under the Plan.

         (b) "Board of Directors" and "Board" mean the board of directors of the
Company.

         (c) "Cause" means, unless otherwise defined in any Award Agreement, the
occurrence of one or more of the following events:

                  (i) conviction of a felony or any crime or offense lesser than
a felony involving the property of the Company or a Subsidiary or commission of
an act involving fraud or dishonesty; or, in the case of any of the foregoing, a
plea of nolo contendere with respect thereto;

                  (ii) conduct that has caused demonstrable and serious injury
to the Company or a Subsidiary, reputational, monetary or otherwise;

                  (iii) willful refusal to perform or substantial disregard of
duties properly assigned, as determined by the Company;

                  (iv) willful misrepresentation or material non-disclosure to
the Board;

                  (v) engaging willfully in misconduct in connection with the
performance of any of one's duties, including, without limitation, the
misappropriation of funds or securing or attempting to secure personally any
profit in connection with any transaction entered into on behalf of the Company
or its Subsidiaries or affiliates;
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                  (vi) willful breach of duty of loyalty to the Company or, if
applicable, a Subsidiary or any other active disloyalty to the Company or, if
applicable, any Subsidiary, including, without limitation, willfully aiding a
competitor or, without duplication of clause (vii), improperly disclosing
confidential information;

                  (vii) willful breach of any confidentiality or non-disclosure
agreement with the Company or any Subsidiary; or

                  (viii) material violation of any code or standard of behavior
generally applicable to employees (or executive employees, in the case of an
executive of the Company or any Subsidiary) of the Company or any Subsidiary.

         (d) "Change in Control" means, unless otherwise defined in any Award
Agreement, an acquisition of "beneficial interest" by a "person" or "group" (as
such terms are defined in Rule 13d-3 under the Exchange Act and any successor
thereto) of voting equity interests of the Company, representing more than 50%
of the voting power of all outstanding voting equity interests, whether by way
of merger or consolidation or otherwise, or a sale of all or substantially all
of the assets of the Company and its Subsidiaries taken as a whole.

         (e) "Code" means the Internal Revenue Code of 1986, as amended.


         (f) "Committee" means the Compensation Committee of the Board, which
shall consist solely of two or more outside directors

         (g) "Common Stock" means the common stock, par value $0.0001 per share,
of the Company, and any other shares into which such stock may be changed by
reason of a recapitalization, reorganization, merger, consolidation or any other
change in the corporate structure or capital stock of the Company.

         (h) "Disability" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or as otherwise determined by the Committee.

         (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (j) "Fair Market Value" of a share of Common Stock means, as of the
date in question, the officially-quoted closing selling price of the stock (or
if no selling price is quoted, the bid price) on the principal securities
exchange or market on which the Common Stock is then listed for trading
(including, for this purpose, the New York Stock Exchange) (the "Market") for
the applicable trading day or, if the Common Stock is not then listed or quoted
in the Market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board using any reasonable method; provided,
however, that when shares received upon exercise of an option are immediately
sold in the open market, the net sale price received may be used to determine
the Fair Market Value of any shares used to pay the exercise price or applicable
withholding taxes and to compute the withholding taxes.


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         (k) "Incentive Stock Option" means an option conforming to the
requirements of Section 422 of the Code and/or any successor thereto.

         (l) "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and/or any successor thereto.

         (m) "Non-qualified Stock Option" means any stock option other than an
Incentive Stock Option.

         (n) "Other Securities" mean securities of the Company other than Common
Stock, which may include, without limitation, debentures, preferred stock,
warrants and securities convertible into or exchangeable for Common Stock or
other property.

         (o) "Retirement" means retirement as defined under any Company pension
plan or retirement program or termination of one's employment on retirement with
the approval of the Committee.

         (p) "Subsidiary" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

3.       Administration.
         ---------------

         The Plan shall be administered by the Committee; provided that the
Board may, in its discretion, at any time and from time to time, resolve to
administer the Plan, in which case the term "Committee" shall be deemed to mean
the Board for all purposes herein. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in the Plan,
(ii) determine the form and substance of Grants made under the Plan to each
participant, and the conditions and restrictions, if any, subject to which such
Grants will be made, (iii) certify that the conditions and restrictions
applicable to any Grant have been met, (iv) modify the terms of Grants made
under the Plan in accordance with the provisions of Sections 16 and 17 hereof,
(v) interpret the Plan and Grants made thereunder, (vi) make any adjustments
necessary or desirable in connection with Grants made under the Plan to eligible
participants located outside the United States and (vii) adopt, amend, or
rescind such rules and regulations, and make such other determinations, for
carrying out the Plan as it may deem appropriate. Decisions of the Committee on
all matters relating to the Plan shall be in the Committee's sole discretion and
shall be conclusive and binding on all parties. The validity, construction, and
effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with applicable federal and state laws and rules and
regulations promulgated pursuant thereto. No member of the Committee and no
officer of the Company shall be liable for any action taken or omitted to be
taken by such member, by any other member of the Committee or by any officer of
the Company in connection with the performance of duties under the Plan, except
for such person's own willful misconduct or as expressly provided by statute.


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         The expenses of the Plan shall be borne by the Company. The Company
shall not be required to establish any special or separate fund or make any
other segregation of assets to assume the obligations pursuant to any Grant made
under the Plan, and rights to any payment in connection with such Grants shall
be no greater than the rights of the Company's general creditors.

4.       Shares Available for the Plan.
         -----------------------------

         Subject to adjustments as provided in Section 15, an aggregate of
shares of Common Stock (the "Shares") may be issued pursuant to the Plan. Such
Shares may be in whole or in part authorized and unissued or held by the Company
as treasury shares. If any Grant under the Plan expires or terminates
unexercised, becomes unexercisable or is forfeited as to any Shares, or is
tendered or withheld as to any Shares in payment of the exercise price of the
Grant or taxes payable with respect to the Grant or the vesting or exercise
thereof, then such unpurchased, forfeited, tendered or withheld Shares may
thereafter be available for further Grants under the Plan as the Committee shall
determine.

         Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 17 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the Grants) for new Grants containing terms (including exercise
prices) more (or less) favorable than the outstanding Grants.

5.       Participation.
         -------------

         Participation in the Plan shall be limited to those directors
(including Non-Employee Directors), officers and employees of, and other
individuals performing services for, or to whom an offer of employment has been
extended by, the Company and its Subsidiaries selected by the Committee
(including participants located outside the United States). Nothing in the Plan
or in any Grant thereunder shall confer any right on a participant to continue
in the employ as a director or officer of, or in any other capacity or in the
performance of services for, the Company or shall interfere in any way with the
right of the Company to terminate the employment or performance of services or
to reduce the compensation or responsibilities of a participant at any time. By
accepting any Grant under the Plan, each participant and each person claiming
under or through him or her shall be conclusively deemed to have indicated his
or her acceptance and ratification of, and consent to, any action taken under
the Plan by the Company, the Board or the Committee.

         Incentive Stock Options or Non-qualified Stock Options, SARs,
restricted stock awards, performance awards or any combination thereof may be
granted to such persons and for such number of Shares as the Committee shall
determine (such individuals to whom Grants are made being sometimes herein
called "optionees" or "grantees," as the case may be). Determinations made by
the Committee under the Plan need not be uniform and may be made selectively
among eligible individuals under the Plan, whether or not such individuals are
similarly situated. A Grant of any type made hereunder in any one year to an
eligible participant shall neither guarantee nor preclude a further Grant of
that or any other type to such participant in that year or subsequent years.


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6.       Incentive and Non-qualified Options.
         -----------------------------------

         The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its subsidiaries (as defined for this
purpose in Section 424(f) of the Code or any successor thereto). In any one
calendar year, the Committee shall not grant to any one participant options to
purchase or receive the economic equivalent of a number of shares of Common
Stock in excess of 10% of the total number of Shares authorized under the Plan
pursuant to Section 4. The options granted shall take such form as the Committee
shall determine, subject to the following terms and conditions.

         It is the Company's intent that Non-qualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that Incentive
Stock Options be consistent with and contain or be deemed to contain all
provisions required under Section 422 of the Code or any successor thereto, that
neither any Non-qualified Stock Option nor any Incentive Stock Option be treated
as a payment of deferred compensation for the purposes of Section 409A of the
Code and any successor thereto, and that any ambiguities in construction be
interpreted in order to effectuate such intent. If an Incentive Stock Option
granted under the Plan does not qualify as such for any reason, then to the
extent of such non-qualification, the stock option represented thereby shall be
regarded as a Non-qualified Stock Option duly granted under the Plan, provided
that such stock option otherwise meets the Plan's requirements for Non-qualified
Stock Options.

         (a) Price. The price per Share deliverable upon the exercise of each
option ("exercise price") shall not be less than 100% of the Fair Market Value
of a share of Common Stock as of the date of Grant of the option, and in the
case of the Grant of any Incentive Stock Option to an employee who, at the time
of the Grant, owns more than 10% of the total combined voting power of all
classes of stock of the Company or any of its Subsidiaries, the exercise price
may not be less than 110% of the Fair Market Value of a share of Common Stock as
of the date of Grant of the option, in each case unless otherwise permitted by
Section 422 of the Code or any successor thereto.

         (b) Payment. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
by delivery of outstanding shares of Common Stock with a Fair Market Value on
the date of exercise equal to the aggregate exercise price payable with respect
to the options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Committee of Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise of the options
which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with
respect to the options so exercised or (v) by any combination of the foregoing.

         In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock


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tendered in payment of the exercise price (and that such tendered shares of
Common Stock have not been subject to any substantial risk of forfeiture) for at
least six months prior to the date of exercise, and (C) Common Stock must be
delivered to the Company. Delivery for this purpose may, at the election of the
grantee, be made either by (A) physical delivery of the certificate(s) for all
such shares of Common Stock tendered in payment of the price, accompanied by
duly executed instruments of transfer in a form acceptable to the Company, or
(B) direction to the grantee's broker to transfer, by book entry, such shares of
Common Stock from a brokerage account of the grantee to a brokerage account
specified by the Company. When payment of the exercise price is made by delivery
of Common Stock, the difference, if any, between the aggregate exercise price
payable with respect to the option being exercised and the Fair Market Value of
the shares of Common Stock tendered in payment (plus any applicable taxes) shall
be paid in cash. No grantee may tender shares of Common Stock having a Fair
Market Value exceeding the aggregate exercise price payable with respect to the
option being exercised (plus any applicable taxes).

         In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Shares (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash. No grantee may authorize the withholding of Shares having a
Fair Market Value exceeding the aggregate exercise price payable with respect to
the option being exercised (plus any applicable taxes). Any withheld Shares
shall no longer be issuable under this Plan.

         (c) Terms of Options; Vesting. The term during which each option may be
exercised shall be determined by the Committee, but if required by the Code and
except as otherwise provided herein, no option shall be exercisable in whole or
in part more than ten years from the date it is granted, and no Incentive Stock
Option granted to an employee who at the time of the Grant owns more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries shall be exercisable more than five years from the date it is
granted. All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The Committee
shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares
constituting each installment may be purchased in whole or in part at any time
after such installment becomes exercisable, subject to such minimum exercise
requirements as may be designated by the Committee. Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a stockholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

         (d) Limitations on Grants. If required by the Code, the aggregate Fair
Market Value (determined as of the Grant date) of Shares for which an Incentive
Stock Option is exercisable for the first time during any calendar year under
all equity incentive plans of the Company and its


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Subsidiaries (as defined in Section 422 of the Code or any successor thereto)
may not exceed $100,000.

     (e) Termination; Forfeiture.
         -----------------------

         (i) Death or Disability. Unless otherwise provided in any Award
Agreement, if a participant ceases to be a director, officer or employee of, or
to perform other services for, the Company and any Subsidiary due to death or
Disability, (A) all of the participant's options and SARs that were exercisable
on the date of death or Disability shall remain exercisable for, and shall
otherwise terminate at the end of, a period of one year after the date of death
or Disability, but in no event after the expiration date of the options and SARs
and (B) all of the participant's options and SARs that were not exercisable on
the date of death or Disability shall be forfeited immediately upon such death
or Disability; provided, however, that the Committee may determine to
additionally vest such options and SARs, in whole or in part, in its discretion.
Notwithstanding the foregoing, if the Disability giving rise to the termination
of employment is not within the meaning of Section 22(e)(3) of the Code or any
successor thereto, Incentive Stock Options not exercised by such participant
within one year after the date of termination of employment will cease to
qualify as Incentive Stock Options and will be treated as Non-qualified Stock
Options under the Plan if required to be so treated under the Code.

         (ii) Retirement. Unless otherwise provided in any Award Agreement, if a
participant ceases to be a director, officer or employee of, or to perform other
services for, the Company and any Subsidiary upon the occurrence of his or her
Retirement, (A) all of the participant's options and SARs that were exercisable
on the date of Retirement shall remain exercisable for, and shall otherwise
terminate at the end of, a period of 90 days after the date of Retirement, but
in no event after the expiration date of the options and SARs and (B) all of the
participant's options and SARs that were not exercisable on the date of
Retirement shall be forfeited immediately upon such Retirement; provided,
however, that the Committee may determine to additionally vest such options and
SARs, in whole or in part, in its discretion. Notwithstanding the foregoing,
Incentive Stock Options not exercised by such participant within 90 days after
Retirement will cease to qualify as Incentive Stock Options and will be treated
as Non-qualified Stock Options under the Plan if required to be so treated under
the Code.

         (iii) Discharge for Cause. Unless otherwise provided in any Award
Agreement, if a participant ceases to be a director, officer or employee of, or
to perform other services for, the Company or a Subsidiary due to Cause, or if a
participant does not become a director, officer or employee of, or does not
begin performing other services for, the Company or a Subsidiary for any reason,
all of the participant's options and SARs shall expire and be forfeited
immediately upon such cessation or non-commencement, whether or not then
exercisable.

         (iv) Other Termination. Unless otherwise provided in any Award
Agreement, if a participant ceases to be a director, officer or employee of, or
to otherwise perform services for, the Company or a Subsidiary for any reason
other than death, Disability, Retirement or Cause, (A) all of the participant's
options and SARs that were exercisable on the date of such cessation shall
remain exercisable for, and shall otherwise terminate at the end of, a period of
30 days after the date of such cessation, but in no event after the expiration
date of the options or SARs

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and (B) all of the participant's options and SARs that were not exercisable on
the date of such cessation shall be forfeited immediately upon such cessation.

                  (v) Change of Control. If there is a Change in Control of the
Company or similar event, the Committee may, in its discretion, provide for the
vesting of a participant's options and SARs on such terms and conditions as it
deems appropriate in such participant's Award Agreement.

7.       Stock Appreciation Rights.
         -------------------------

         Provided that the Company's stock is traded on an established
securities market, the Committee shall have the authority to grant SARs under
this Plan, subject to such terms and conditions specified in this paragraph 7
and any additional terms and conditions as the Committee may specify.

         No SAR may be issued unless (a) the exercise price of the SAR may never
be less than the Fair Market Value of the underlying Shares on the date of grant
and (b) the SAR does not include any feature for the deferral of compensation
income other than the deferral of recognition of income until the exercise of
the SAR.

         No SAR may be exercised unless the Fair Market Value of a share of
Common Stock of the Company on the date of exercise exceeds the exercise price
of the SAR. Prior to the exercise of the SAR and delivery of the Shares
represented thereby, the participant shall have no rights as a stockholder with
respect to Shares covered by such outstanding SAR (including any dividend or
voting rights).

         Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR, multiplied by the number of Shares as to which the SAR is exercised. Such
distribution shall be made in Shares having a Fair Market Value equal to such
amount.

         All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR so long as the Fair Market Value of a share of Common
Stock on that date exceeds the exercise price of the SAR or any related option,
as applicable.

         The provisions of Subsections 6(c) shall apply to all SARs except to
the extent that the Award Agreement pursuant to which such Grant is made
expressly provides otherwise.

         It is the Company's intent that no SAR shall be treated as a payment of
deferred compensation for purposes of Section 409A of the Code and that any
ambiguities in construction be interpreted in order to effectuate such intent.

8.       Restricted Stock.
         ----------------

         The Committee may at any time and from time to time grant Shares of
restricted stock under the Plan to such participants and in such amounts as it
determines. Each Grant of restricted


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stock shall specify the applicable restrictions on such Shares, the duration of
such restrictions, and the time or times at which such restrictions shall lapse
with respect to all or a specified number of Shares that are part of the Grant.

         The participant will be required to pay the Company the aggregate par
value of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General
Corporation Law, as amended, or any successor thereto) within 15 days of the
date of Grant, unless such Shares of restricted stock are treasury shares.
Unless otherwise determined by the Committee, certificates representing Shares
of restricted stock granted under the Plan will be held in escrow by the Company
on the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power therefor. Except
as otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote, and any stock or
other securities received as a distribution with respect to such participant's
restricted stock shall be subject to the same restrictions as then in effect for
the restricted stock.

         Unless otherwise provided in any Award Agreement, at such time as a
participant ceases to be a director, officer or employee of, or to otherwise
perform services for, the Company and its Subsidiaries due to death, Disability
or Retirement during any period of restriction, all Shares of restricted stock
granted to such participant on which the restrictions have not lapsed shall be
immediately forfeited to the Company. If there is a Change in Control of the
Company or similar event, the Committee may, in its discretion, provide for the
lapsing of restrictions on a participant's Shares of restricted stock on such
terms and conditions as it deems appropriate in such participant's Award
Agreement. At such time as a participant ceases to be, or in the event a
participant does not become, a director, officer or employee of, or otherwise
perform services for, the Company or its Subsidiaries for any other reason, all
Shares of restricted stock granted to such participant on which the restrictions
have not lapsed shall be immediately forfeited to the Company. The provisions of
Subsections 6(c) and (e) shall apply to Restricted Stock except to the extent
that the Award Agreement in relation thereto expressly provides otherwise.

         It is the Company's intent that Restricted Stock shall not be treated
as a payment of deferred compensation for purposes of Section 409A of the Code
and that any ambiguities in construction be interpreted in order to effectuate
such intent.

9.       Performance Awards.
         ------------------

         Performance awards may be granted to participants at any time and from
time to time as determined by the Committee. The Committee shall have complete
discretion in determining the size and composition of performance awards granted
to a participant. The period over which performance is to be measured (a
"performance cycle") shall commence on the date specified by the Committee and
shall end on the last day of a fiscal year specified by the Committee. A
performance award shall be paid no later than the fifteenth day of the third
month following the completion of a performance cycle (or following the elapsed
portion of the performance cycle, in the circumstances described in the last
paragraph of this Section 9). Performance awards may include (i) specific


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dollar-value target awards (ii) performance units, the value of each such unit
being determined by the Committee at the time of issuance, and/or (iii)
performance Shares, the value of each such Share being equal to the Fair Market
Value of a share of Common Stock. In any one calendar year, the Committee shall
not grant to any one participant performance awards in excess of 10% of the
total number of Shares authorized under the Plan pursuant to Section 4.

         The value of each performance award may be fixed or it may be permitted
to fluctuate based on a performance factor (e.g., return on equity) selected by
the Committee. It is the Company's intent that no performance award be treated
as the payment of deferred compensation for purposes of Section 409A of the Code
and that any ambiguities in construction be interpreted in order to effectuate
such intent.

         The Committee shall establish performance goals and objectives for each
performance cycle on the basis of such criteria and objectives as the Committee
may select from time to time, including, without limitation, the performance of
the participant, the Company, one or more of its Subsidiaries or divisions or
any combination of the foregoing. During any performance cycle, the Committee
shall have the authority to adjust the performance goals and objectives for such
cycle for such reasons as it deems equitable.

         The Committee shall determine the portion of each performance award
that is earned by a participant on the basis of the Company's performance over
the performance cycle in relation to the performance goals for such cycle. The
earned portion of a performance award may be paid out in Shares, cash, Other
Securities, or any combination thereof, as the Committee may determine.

         A participant must be a director, officer or employee of, or otherwise
perform services for, the Company or its Subsidiaries at the end of the
performance cycle in order to be entitled to payment of a performance award
issued in respect of such cycle; provided, however, that except as otherwise
determined by the Committee, if a participant ceases to be a director, officer
or employee of , or to otherwise perform services for, the Company and its
Subsidiaries upon his or her death, Retirement, or Disability prior to the end
of the performance cycle, the Committee may provide in a Grant that the
participant may earn a proportionate portion of the performance award based upon
the elapsed portion of the performance cycle and the Company's performance over
that portion of such cycle.

10.      Withholding Taxes.
         -----------------

         (a) Participant Election. Unless otherwise determined by the Committee,
a participant may elect to deliver shares of Common Stock (or have the Company
withhold shares acquired upon exercise of an option or SAR or deliverable upon
grant or vesting of restricted stock, as the case may be) to satisfy, in whole
or in part, the amount the Company is required to withhold for taxes in
connection with the exercise of an option or SAR or the delivery of restricted
stock upon grant or vesting, as the case may be. Such election must be made on
or before the date the amount of tax to be withheld is determined. Once made,
the election shall be irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date the amount of
tax to be withheld is determined. In the event a participant elects to deliver
or have the Company withhold shares of Common Stock pursuant to this Section
10(a), such delivery or


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<PAGE>
withholding must be made subject to the conditions and pursuant to the
procedures set forth in Section 6(b) with respect to the delivery or withholding
of Common Stock in payment of the exercise price of options.

         (b) Company Requirement. The Company may require, as a condition to any
Grant or exercise under the Plan or to the delivery of certificates for Shares
issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any Grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

11.      Written Agreement.
         -----------------

         Each employee to whom a Grant is made under the Plan shall enter into
an Award Agreement with the Company that shall contain such provisions
consistent with the provisions of the Plan, as may be approved by the Committee.

12.      Transferability.
         ---------------

         Unless the Committee determines otherwise, no option, SAR, performance
award or restricted stock granted under the Plan shall be transferable by a
participant other than by will or the laws of descent and distribution; provided
that, in the case of Shares of restricted stock granted under the Plan, such
Shares of restricted stock shall be freely transferable following the time at
which such restrictions shall have lapsed with respect to such Shares. Unless
the Committee determines otherwise, an option, SAR or performance award may be
exercised only by the optionee or grantee thereof; by his or her executor or
administrator, the executor or administrator of the estate of any of the
foregoing, or any person to whom the option, SAR or performance award is
transferred by will or the laws of descent and distribution; or by his or her
guardian or legal representative; or the guardian or legal representative of any
of the foregoing; provided that Incentive Stock Options may be exercised by any
guardian or legal representative only if permitted by the Code and any
regulations thereunder. All provisions of this Plan and any Award Agreement
referred to in Section 11 shall in any event continue to apply to any option,
SAR, performance award or restricted stock granted under the Plan and
transferred as permitted by this Section 12, and any transferee of any such
option, SAR, performance award or restricted stock shall be bound by all
provisions of this Plan and any agreement referred to in Section 11 as and to
the same extent as the applicable original grantee.

13.      Listing, Registration and Qualification.
         ---------------------------------------

         If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, performance award or restricted stock Grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option may be exercised in whole
or in part, no such performance award may be paid out, and no Shares may be
issued, unless such


                                       11
<PAGE>
listing, registration or qualification is effected free of any conditions not
acceptable to the Committee.

14.      Transfer of Employee.
         --------------------

         The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

15.      Adjustments.
         -----------

         In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
spin-off or other extraordinary distribution, or any other change in the
corporate structure or shares of the Company, the Committee shall make such
adjustment as it deems appropriate in the number and kind of Shares or other
property available for issuance under the Plan (including, without limitation,
the total number of Shares available for issuance under the Plan pursuant to
Section 4), in the number and kind of options, SARs, Shares or other property
covered by Grants previously made under the Plan, and in the exercise price of
outstanding options and SARs. Any such adjustment shall be final, conclusive and
binding for all purposes of the Plan. In the event of any merger, consolidation
or other reorganization in which the Company is not the surviving or continuing
corporation or in which a Change in Control is to occur, all of the Company's
obligations regarding options, SARs, performance awards, and restricted stock
that were granted hereunder and that are outstanding on the date of such event
shall, on such terms as may be approved by the Committee prior to such event, be
(a) assumed by the surviving or continuing corporation; or (b) canceled in
exchange for cash, securities of the acquiror or other property; provided that,
in the case of clause (b), (i) such merger, consolidation, other reorganization
or Change in Control constitutes a "change in ownership or control" of the
Company or a "change in the ownership of a substantial portion" of the Company's
assets within the meaning of Section 409A(a)(2)(A)(v) of the Code and the
guidance issued thereunder or (ii) the payment of cash, securities or other
property is not treated as a payment of "deferred compensation" under Section
409A of the Code.

         Without limitation of the foregoing, in connection with any transaction
described in the last sentence of the preceding paragraph, the Committee may, in
its discretion, (i) cancel any or all outstanding options under the Plan in
consideration for payment to the holders thereof of an amount equal to the
portion of the consideration that would have been payable to such holders
pursuant to such transaction if their options had been fully exercised
immediately prior to such transaction, less the aggregate exercise price that
would have been payable therefor, or (ii) if the amount that would have been
payable to the option holders pursuant to such transaction if their options had
been fully exercised immediately prior thereto would be equal to or less than
the aggregate exercise price that would have been payable therefor, cancel any
or all such options for no consideration or payment of any kind. Payment of any
amount payable pursuant to the preceding sentence may be made in cash or, in the
event that the consideration to be received in such


                                       12
<PAGE>
transaction includes securities or other property, in cash and/or securities or
other property in the Committee's discretion.

16.      Amendment and Termination of the Plan.
         -------------------------------------

         Except as otherwise provided in an Award Agreement, the Board of
Directors, without approval of the stockholders, may amend or terminate the
Plan, except that no amendment shall become effective without prior approval of
the stockholders of the Company if stockholder approval would be required by
applicable law or regulations, including if required for continued compliance
with the performance-based compensation exception of Section 162(m) of the Code
or any successor thereto, under the provisions of Section 409A of the Code or
any successor thereto, under the provisions of Section 422 of the Code or any
successor thereto, or by any listing requirement of the principal stock exchange
on which the Common Stock is then listed.

17.      Amendment or Substitution of Grants under the Plan.
         --------------------------------------------------

         Except as otherwise provided in an Award Agreement, the terms of any
outstanding Grant under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate including,
but not limited to, acceleration of the date of exercise of any Grant and/or
payments thereunder or of the date of lapse of restrictions on Shares (but, in
the case of a Grant that is or would be treated as "deferred compensation" for
purposes of Section 409A of the Code, only to the extent permitted by guidance
issued under Section 409A of the Code); provided that, except as otherwise
provided in Section 16 or in an Award Agreement, no such amendment shall
adversely affect in a material manner any right of a participant under the Grant
without his or her written consent, and further provided that the Committee
shall not reduce the exercise price of any options or SARs awarded under the
Plan. The Committee may, in its discretion, permit holders of Grants under the
Plan to surrender outstanding Grants in order to exercise or realize rights
under other Grants, or in exchange for new Grants, or require holders of Grants
to surrender outstanding Grants as a condition precedent to the receipt of new
Grants under the Plan, but only if such surrender, exercise, realization,
exchange or Grant (a) is not treated as a payment of, and does not cause a Grant
to be treated as, deferred compensation for the purposes of Section 409A of the
Code or (b) is permitted under guidance issued pursuant to Section 409A of the
Code.

18.      Commencement Date; Termination Date.
         -----------------------------------

         The date of commencement of the Plan shall be February , 2005, subject
to approval by the shareholders of the Company. If required by the Code, the
Plan will also be subject to reapproval by the shareholders of the Company prior
to February , 2010.

         Unless previously terminated upon the adoption of a resolution of the
Board terminating the Plan, the Plan shall terminate at the close of business on
February , 2015. Subject to the provisions of an Award Agreement, which may be
more restrictive, no termination of the Plan shall materially and adversely
affect any of the rights or obligations of any person, without his or her
written consent, under any Grant of options or other incentives theretofore
granted under the Plan.


                                       13
<PAGE>
19.      Severability.
         ------------

         Whenever possible, each provision of the Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of the Plan is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of the Plan.

20.      Governing Law.
         -------------

         The Plan shall be governed by the corporate laws of the State of
Delaware, without giving effect to any choice of law provisions that might
otherwise refer construction or interpretation of the Plan to the substantive
law of another jurisdiction.

21.      Compliance Amendments.
         ---------------------

         Except as otherwise provided in an Award Agreement, notwithstanding any
of the foregoing provisions of the Plan, and in addition to the powers of
amendment set forth in Sections 16 and 17 hereof, the provisions hereof and the
provisions of any award made hereunder may be amended unilaterally by the
Company from time to time to the extent necessary (and only to the extent
necessary) to prevent the implementation, application or existence (as the case
may be) of any such provision from (i) requiring the inclusion of any
compensation deferred pursuant to the provisions of the Plan (or an award
thereunder) in a participant's gross income pursuant to Section 409A of the
Code, and the regulations issued thereunder from time to time and/or (ii)
inadvertently causing any award hereunder to be treated as providing for the
deferral of compensation pursuant to such Code section and regulations.


                                       14