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                                                                     Exhibit 4.1

                       ANCHOR GLASS CONTAINER CORPORATION
                              EQUITY INCENTIVE PLAN

         1.       Purpose. The purpose of the Anchor Glass Container Corporation
Equity Incentive Plan is to motivate and retain certain individuals who are
responsible for the attainment of the primary long-term performance goals of
Anchor Glass Container Corporation.

         2.       Definitions. When used herein, the following terms shall have
the following meanings.

         "Administrator" means the Board, or a committee of the Board, duly
appointed to administer the Plan.

         "Award" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options or Restricted Stock.

         "Award Agreement" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to an Award.

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

         "Cause" means, with respect to a Participant, as determined by the
Board in its reasonable judgment, (a) the Participant's continued failure to
substantially perform the Participant's duties, (b) the Participant's repeated
acts of insubordination, or failure to execute Company plans and/or strategies,
(c) the Participant's acts of dishonesty resulting or intending to result in
personal gain or enrichment at the expense of the Company, (d) the Participant's
conviction of, indictment for, or pleading guilty or no contest to, a felony,
(e) reasonable evidence presented in writing to the Participant that the
Participant engaged in a criminal act, misconduct or dishonesty, (f) violation
of any written policy of the Company including, but not limited to, the
Company's employment manuals, rules and regulations after one (1) written notice
from the Company regarding such violation, or (g) the Participant engaging in
any act that is intended, or may reasonably be expected to harm the reputation,
business, prospects or operations of the Company, its officers, directors,
stockholders or employees; provided that, in the event a Participant is subject
to an employment agreement or other agreement with the Company that contains a
definition of "Cause," Cause under the Plan shall have the meaning in such
agreement.

         "Cerberus " means Cerberus Capital Management, L.P. or any of its
affiliates.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute thereto.

         "Company" means Anchor Glass Container Corporation, a Delaware
corporation and its successors.

         "Disability" means, with respect to a Participant, a determination by
the Administrator that such Participant is unable to perform his or her job as a
result of a physical or mental impairment sufficient to prevent the Participant
from performing the essential functions of his position, even after a reasonable
accommodation.

         "Effective Date" means the date set forth in Section 22 hereof.

         "Fair Market Value" means, on any day, with respect to common stock
which is (a) listed on a United States securities exchange, the last sales price
of such stock on such day on the largest United States securities exchange on
which such stock shall have traded on such day, or if such day is not a day on
which a United States securities exchange is open for trading, on the
immediately preceding day on which such securities exchange was open, (b) not
listed on a United States securities exchange but is included in The NASDAQ
Stock Market System (including The NASDAQ National Market), the last sales price
on such system of such stock on such day, or if such day is not a trading day,
on the immediately preceding trading day, or (c) neither listed on a United
States securities exchange nor included in The NASDAQ Stock Market System, the
fair market value of such stock as determined from time to time by the
Administrator in good faith in its sole discretion.

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         "Grant Date" means the date on which an Option under the Plan is
granted to a Participant.

         "Incentive Stock Option" means an Option that is designated by the
Administrator as an incentive stock option and qualifies as such within the
meaning of Section 422 of the Code and is granted by the Administrator to a
Participant.

         "Key Employee" means an employee who owns more than 10% of the total
combined voting power of all classes of stock of the Company, determined at the
time an Option is proposed to be granted.

         "Liquidity Event" means (1) any Person who is not an affiliate of the
Company becomes the beneficial owner, directly or indirectly, of fifty percent
(50%) or more of the combined voting power of the then outstanding securities of
the Company (2) the sale, transfer or other disposition of all or substantially
all of the business and assets of the Company, whether by sale of assets, merger
or otherwise to a person other than Cerberus, (3) if specified by the Board in
an Award Agreement at the time of grant, the consummation of an initial public
offering of common equity securities or (4) the dissolution and liquidation of
the Company.

         "Nonqualified Stock Option" means an Option, which is not an Incentive
Stock Option, granted by the Administrator to a Participant.

         "Option" means a right granted under the Plan to a Participant to
purchase a stated number of Shares as an Incentive Stock Option or Nonqualified
Stock Option.

         "Option Period" means the period within which an Option may be
exercised pursuant to the Plan.

         "Participant" means any employee, director or consultant of the Company
or any of its subsidiaries who is selected to participate in the Plan in
accordance with Section 4 hereof.

         "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of a performance target, if applicable, or upon the occurrence
of other events as determined by the Administrator, at its discretion), and the
common stock is subject to a substantial risk of forfeiture, as provided in
Section 7 herein.

         "Person" means any individual, partnership, firm, trust, corporation,
limited liability company or other similar entity. When two or more Persons act
as a partnership, limited partnership, syndicate or other group for the purpose
of acquiring, holding or disposing of Shares of the Company, such partnership,
limited partnership, syndicate or group shall be deemed a "Person."

         "Plan" means the Anchor Glass Container Corporation Equity Incentive
Plan.

         "Plan Year" means the fiscal year of the Company.

         "Restricted Stock" means an Award of Shares granted to a Participant
pursuant to Section 7 herein.

         "Shares" means the shares of common stock of the Company, par value
$.10 per Share.

         3.       Administration. The Plan shall be administered by the
Administrator. Subject to the provisions of the Plan, the Administrator shall
have the authority to:

         (a)      select the Participants;

         (b)      determine the number of Shares covered by any Award granted to
                  a Participant; provided, however, that no Award shall be
                  granted after the expiration of the period of ten (10) years
                  from the Effective Date;

         (c)      determine whether each Award shall be a grant of an Incentive
                  Stock Option, a Nonqualified

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                  Stock Option or Restricted Stock; and

         (d)      establish from time to time regulations for the administration
                  of the Plan, interpret the Plan, delegate in writing
                  administrative matters to committees of the Board or to other
                  persons, and make such other determinations and take such
                  other action, as it deems necessary or advisable for the
                  administration of the Plan.

         All decisions, actions and interpretations of the Administrator shall
be final, conclusive and binding upon all parties.

         4.       Participation. Participants in the Plan shall be limited to
those employees, directors and consultants of the Company or any subsidiary
thereof who have been notified in writing by the Administrator that they have
been selected to participate in the Plan.

         5.       Shares Subject to the Plan. Awards may be granted by the
Administrator to Participants from time to time. The Shares issued with respect
to Awards granted under the Plan may be authorized and unissued Shares, Shares
held in the treasury of the Company, or, if applicable, Shares purchased on the
open market by the Company (at such time or times and in such manner as it may
determine). The Company shall be under no obligation to acquire common stock for
distribution to optionholders before payment in Shares is due. If any Award
granted under the Plan shall be canceled or shall expire without the Shares
covered by such Award being purchased by the applicable Award holder thereunder,
new Awards may thereafter be granted covering such Shares.

         The maximum aggregate number of Shares available to be granted under
the Plan is equal to One Million (1,000,000) Shares and such Shares shall be
reserved for Awards granted under the Plan (subject to adjustment as provided in
Section 11).

         The maximum number of Shares that may be granted in the form of Options
or Restricted Stock in any one Plan Year to any one Participant is 100% of the
Shares set forth in Section 5.

         6.       Terms and Conditions of Options. Each Option granted under the
Plan shall be evidenced by a written agreement, in a form approved by the
Administrator, which shall be subject to the following express terms and
conditions and to such other terms and conditions as the Administrator may deem
appropriate:

         (a)      Option Period. Each Option agreement shall specify that the
                  Option thereunder is granted for a period of ten (10) years,
                  or such shorter period as the Administrator may determine,
                  from the date of grant and shall provide that the Option shall
                  expire on such ten (10) year anniversary, or shorter period,
                  as the case may be (unless earlier exercised or terminated
                  pursuant to its terms); provided, however, that any Incentive
                  Stock Option granted to a Key Employee shall specify that the
                  Incentive Stock Option is granted for a period of five (5)
                  years from the date of grant and shall expire on such five (5)
                  year anniversary.

         (b)      Option Price. The Option price per share shall be the Fair
                  Market Value at the time the Option is granted or, with
                  respect to a Nonqualified Stock Option, such other price as
                  the Administrator shall determine; provided, however, that the
                  Option price per share for any Incentive Stock Option granted
                  to a Key Employee shall equal 110% of the Fair Market Value at
                  the time the Incentive Stock Option is granted.

         (c)      Vesting. Unless otherwise determined by the Administrator, in
                  its sole discretion or as otherwise set forth in an Award
                  Agreement, the Options granted to a Participant shall become
                  vested and exercisable in the following manner: (i) One-third
                  (1/3) on the first anniversary of the Grant Date, one-third
                  (1/3) on the second anniversary of the Grant Date and
                  one-third (1/3) on the third anniversary of the Grant Date;
                  (ii) one hundred percent (100%) of the Options shall become
                  vested and exercisable upon the Participant's retirement
                  provided that the Participant shall have attained the age of
                  62 with at least five (5) years of service with the Company.
                  The Options must be exercised within three (3) months after
                  such retirement. Any options not exercised within such

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                  three (3) month period shall be forfeited. The Administrator
                  reserves the right, in its sole discretion, to waive or reduce
                  the vesting requirements applicable to any Options at any
                  time.

         (d)      Limitation on Amount of Incentive Stock Options Granted.
                  Options shall be treated as Incentive Stock Options only to
                  the extent that the aggregate Fair Market Value of stock with
                  respect to which Incentive Stock Options are exercisable for
                  the first time by any optionholder during any calendar year
                  (whether under the terms of the Plan or any other stock option
                  plan of the Company or of its parent or any subsidiary
                  corporation) is $100,000 or less. To the extent that such
                  aggregate Fair Market Value exceeds $100,000, the Options
                  shall be treated as Nonqualified Stock Options. Fair Market
                  Value shall be determined as of the time the Option with
                  respect to such stock is granted.

         (e)      Limitations on Granting of Options. The Administrator shall
                  have the authority and discretion to grant to an eligible
                  employee either Incentive Stock Options or Nonqualified Stock
                  Options or both, but shall clearly designate the nature of
                  each Option at the time of grant in the stock option
                  agreement. Participants who are consultants or non-employee
                  directors on the date an Option is granted may only receive
                  Nonqualified Stock Options.

         (f)      Payment of Option Price Upon Exercise. The option price of the
                  Shares as to which an Option shall be exercised shall be paid
                  to the Company at the time of exercise in cash or such other
                  method approved by the Administrator.

         (g)      Termination of Employment or Relationship. Unless otherwise
                  determined by the Administrator, in its sole discretion or as
                  otherwise set forth in an Award Agreement:

                           (i)      In the event of a Participant's termination
                                    of employment or relationship for Cause, all
                                    unexercised Options granted to a Participant
                                    will terminate as of the date of such
                                    termination of employment or relationship.

                           (ii)     In the event of a Participant's termination
                                    of employment or relationship by the Company
                                    other than for Cause or the Participant
                                    resigns from employment or relationship for
                                    any reason (other than on account of death
                                    or Disability), (i) any unvested portion of
                                    the Participant's Option shall terminate and
                                    (ii) any portion of the Participant's Option
                                    that was vested and exercisable on the date
                                    of his or her termination of employment or
                                    relationship shall remain exercisable for a
                                    period of 3 months after the date of
                                    termination, and any portion of such Option
                                    not exercised within such 3 month period
                                    shall be forfeited; provided, however, that
                                    in no event may such Option be exercised
                                    after the expiration of the Option Period.

                           (iii)    In the event a Participant's employment or
                                    relationship shall terminate on account of
                                    death or Disability, (i) any unvested
                                    portion of the Participant's Option shall
                                    terminate and (ii) the Participant (or his
                                    or her personal representative) may exercise
                                    all vested and exercisable Options within
                                    the earlier of (x) one year from the date of
                                    such death or Disability or (y) the
                                    expiration of the Option Period.

         (h)      Transferability of Options. No Option granted under the Plan
                  and no right arising under such Option shall be transferable
                  other than by will or by the laws of descent and distribution.
                  During the lifetime of the Participant an Option shall be
                  exercisable only by such Participant. Any Option exercisable
                  at the date of the Participant's death and transferred by will
                  or by the laws of descent and distribution shall be
                  exercisable in accordance with the terms of such Option by the
                  executor or administrator, as the case may be, of the
                  Participant's estate (each a "Designated Beneficiary") for a
                  period provided in paragraph (g)(3) above or such longer
                  period as the Administrator may determine, and shall then
                  terminate.

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         (i)      Investment Representation. Each Option agreement may contain
                  an undertaking that, upon demand by the Administrator for such
                  a representation, the Participant or his Designated
                  Beneficiary, as the case may be, shall deliver to the
                  Administrator at the time of any exercise of an Option a
                  written representation that the Shares to be acquired upon
                  such exercise are to be acquired for such Participant's or
                  Designated Beneficiary's own account and not with a view to,
                  or for resale in connection with, any distribution. Upon such
                  demand, delivery of such representation prior to the delivery
                  of any Shares issued upon exercise of an Option shall be a
                  condition precedent to the right of the Participant or his
                  Designated Beneficiary to purchase any Shares.

         (j)      Optionholders to Have No Rights as Stockholders. No
                  optionholder shall have any rights as a stockholder with
                  respect to any Shares subject to such optionholder's Option
                  prior to the date on which such optionholder is recorded as
                  the holder of such Shares on the records of the Company.

         (k)      Other Option Provisions. The form of Award Agreement
                  applicable to Options authorized by the Plan may contain such
                  other provisions, consistent with this Plan, as the
                  Administrator may, from time to time, determine.

         (l)      Notification of Sales of Common Stock. Subject to the
                  provisions of Section 10 hereof, any optionholder who disposes
                  of Shares acquired upon the exercise of an Incentive Stock
                  Option either (a) within two (2) years from the date of the
                  grant of the Incentive Stock Option under which the common
                  stock was acquired or (b) within one (1) year after the
                  transfer of such Shares to the optionholder, shall notify the
                  Company of such disposition and of the amount realized upon
                  such disposition.

         7.       Restricted Stock.

         (a)      Grant of Restricted Stock. Subject to the terms and provisions
                  of the Plan, the Administrator, at any time and from time to
                  time, may grant Shares of Restricted Stock to Participants in
                  such amounts as the Administrator shall determine.

         (b)      Restricted Stock Agreement. Each Award applicable to
                  Restricted Stock shall be evidenced by an Award Agreement that
                  shall specify the restrictions, including restrictions
                  creating a substantial risk of forfeiture, the Period(s) of
                  Restriction, the number of Shares of Restricted Stock granted,
                  and as such other provisions as the Administrator shall
                  determine. Restrictions on Restricted Stock shall lapse at
                  such time(s) and in such manner and subject to such conditions
                  as the Administrator shall in each instance determine, which
                  need not be the same for each Award or for each Participant.

         (c)      Transferability. Except as provided in this Section 7, the
                  Shares of Restricted Stock granted herein may not be sold,
                  transferred, pledged, assigned, or otherwise alienated or
                  hypothecated until the end of the applicable Period of
                  Restriction established by the Administrator and specified in
                  the Award Agreement, or upon earlier satisfaction of any other
                  conditions, as specified by the Administrator in its sole
                  discretion and set forth in the Award Agreement. All rights
                  with respect to the Restricted Stock granted to a Participant
                  under the Plan shall be available during his or her lifetime
                  only to such Participant, or in the event of the Participant's
                  legal incapacity, to the Participant's legal guardian or
                  representative.

         (d)      Other Restrictions. The Administrator shall impose such other
                  conditions and/or restrictions on any Shares of Restricted
                  Stock granted pursuant to the Plan as it may deem advisable
                  and as set forth in an Award Agreement including, without
                  limitation, a requirement that Participants pay a stipulated
                  purchase price for each Share of Restricted Stock, time-based
                  restrictions on vesting following the attainment of a
                  performance target, if applicable, and/or restrictions under
                  applicable Federal or state securities laws.

                           The Company or its designee shall retain the
                  certificates representing Shares of Restricted

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                  Stock in the Company's possession until such time as all
                  conditions and/or restrictions applicable to such Shares have
                  been satisfied.

                           Except as otherwise provided in this Section 7,
                  Shares of Restricted Stock covered by each Restricted Stock
                  grant made under the Plan shall become freely transferable by
                  the Participant after the last day of the applicable Period of
                  Restriction.

         (e)      Voting Rights. During the Period of Restriction, Participants
                  holding Shares of Restricted Stock granted hereunder may
                  exercise full voting rights with respect to those Shares.

         (f)      Dividends and Other Distributions. During the Period of
                  Restriction, Participants holding Shares of Restricted Stock
                  granted hereunder may be credited with regular cash dividends,
                  if any, paid with respect to the underlying Shares while they
                  are so held. The Administrator may apply any restrictions to
                  the dividends that the Administrator deems appropriate.

         (g)      Termination of Employment with the Company. Each Award
                  Agreement shall set forth the extent to which the Participant
                  shall have the right to receive unvested Restricted Shares
                  following termination of the Participant's employment with the
                  Company. Such provisions shall be determined in the sole
                  discretion of the Administrator, shall be included in the
                  Award Agreement entered into with each Participant, need not
                  be uniform among all Shares of Restricted Stock issued
                  pursuant to the Plan, and may reflect distinctions based on
                  the reasons for termination of employment with the Company.

         8.       Effect of Liquidity Event. Notwithstanding any provision of
the Plan to the contrary, unless otherwise determined by the Administrator, in
its sole discretion or as otherwise set forth in an Award Agreement, if there
should be a Liquidity Event, the Company shall give each Participant written
notice of such Liquidity Event as promptly as practicable prior to the effective
date thereof and (i) any unvested Awards as of the date of the Liquidity Event
shall become immediately exercisable as of the effective date of such Liquidity
Event and (ii) the Administrator may determine, in its sole discretion, the
treatment of any Awards which are exercisable or vested at the time of the
Liquidity Event or become exercisable or vested pursuant to this Section 8.

         9.       Call Right. Prior to a Liquidity Event, the Company may
purchase Shares acquired from exercise of an Award or lapse of restrictions from
any Participant whose employment or relationship has been terminated, on ninety
(90) days notice, for an amount equal to (a) in the event that such employment
or relationship terminates for Cause, the Award price paid, if any, by the
Participant for the Shares or (b) in the event that such employment or
relationship terminates for any other reason, the greater of (i) Fair Market
Value of the Shares as of the date the Company exercises its rights under this
Section and (ii) the Award price paid, if any. Any Shares purchased by the
Company in connection with the exercise of the Company's call right may be paid
in cash or by check.

         10.      Sale of Shares of Common Stock. Notwithstanding anything
herein to the contrary, if Cerberus proposes to sell at least a majority of its
Shares of the Company to any third party, in one or a series of transactions
(any such sale being referred to as a "Go-Along Sale"), then (a) Cerberus, at
its option, may require a Participant or Designated Beneficiary to sell all of
the Shares acquired by such Participant or Designated Beneficiary pursuant to
the Plan, at the same time as the completion of Cerberus' sale, or (b) if
Cerberus does not exercise such option, each Participant or Designated
Beneficiary holding Shares acquired pursuant to the Plan, shall have the right
to require the third party in the Go-Along Sale to purchase from such
Participant or Designated Beneficiary, all or a portion of such Shares, for the
same consideration as received by Cerberus as provided herein. If Cerberus
proposes to engage in a Go-Along Sale, it shall provide such Participant or
Designated Beneficiary with written notice (a "Go-Along Notice") at least twenty
(20) days prior to the proposed closing of the Go-Along Sale. Such Go-Along
Notice shall set forth: (i) the name and address of the proposed purchaser in
the Go-Along Sale and the proposed closing date for such Go-Along Sale, (ii) the
proposed amount and form of consideration to be paid for the Shares and the
terms and conditions of payment and (iii) whether Cerberus is electing to
exercise its option to require the Participant or Designated Beneficiary to sell
all or a portion of the Shares acquired pursuant to the Plan. If Cerberus does
not exercise its option pursuant to this Section 10(iii), the Participant or
Designated Beneficiary shall give notice to Cerberus, within ten (10) days after
receipt of the Go-Along Notice, that he or she is exercising its right to
require the third party in the Go-Along Sale to purchase all or a portion of the
Shares acquired by such Participant or

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Designated Beneficiary pursuant to the Plan. The portion of the Shares which the
third party in the Go-Along Sale shall purchase from the Participant or
Beneficiary pursuant to this Section 10 shall be in the same percentage as the
percentage of Shares being sold by Cerberus in the Go-Along Sale. The closing of
a Go-Along Sale shall take place on such date and at such time as Cerberus
specifies to such Participant or Designated Beneficiary by not less than three
(3) days' prior notice. At the closing of a Go-Along Sale, such Participant or
Designated Beneficiary shall cause any certificates evidencing all of such
Participant's or Designated Beneficiary's Shares (with powers duly executed) to
be delivered to the purchaser free and clear of all liens, charges, encumbrances
and rights of third parties of any kind and shall take all actions necessary to
vest in the purchaser at such closing good and marketable title to all of such
Participant's or Designated Beneficiary's Shares, free and clear of all liens,
charges, encumbrances and rights of third parties. In addition, such Participant
or Designated Beneficiary shall deliver to the purchaser at each such closing
any opinions of counsel and certificates that the purchaser may reasonably
request. Notwithstanding the provisions of Section 6 hereof, all of the Awards
granted to such Participant or Designated Beneficiary not currently exercisable
or vested shall become immediately exercisable or vested as of the effective
date of the Go-Along Sale. If such Participant or Designated Beneficiary elects
not to exercise all of the Awards on such date and sell each share of common
stock acquired by such exercise in the Go-Along Sale, all of the Awards not
exercised shall terminate as of the effective date of the Go-Along Sale.

         11.      Adjustments in Event of Change in Common Stock. In the event
of any change in the common stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of Shares, or of any similar change affecting the common stock, the
number and kind of Shares which thereafter may be optioned and sold under the
Plan and the number and kind of Shares subject to Award in outstanding Award
Agreements and the purchase price per share thereof, if any, shall be
appropriately adjusted consistent with such change in such manner as the Board
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants in the Plan. Without limiting the
generality of the foregoing, if the common stock is recapitalized into multiple
classes of common stock, the kind of Shares subject to Award shall be those
common Shares intended for broad general ownership rather than any class of
special super-voting or other control stock.

         12.      Plan and Awards Not to Confer Rights with Respect to
Continuance of Employment or Relationship. Neither the Plan nor any action taken
thereunder shall be construed as giving any Participant any right to continue
such Participant's relationship with the Company or a subsidiary thereof, nor
shall it give any employee the right to be retained in the employ of the
Company, or interfere in any way with the right of the Company to terminate any
Participant's employment or relationship, as the case may be, at any time with
or without Cause.

         13.      No Claim or Right Under the Plan. No employee, director or
consultant of the Company or any of its subsidiaries shall at any time have the
right to be selected as a Participant in the Plan nor, having been selected as a
Participant and granted an Award, to be granted any additional Award.

         14.      Listing and Qualification of Shares. The Plan, the grant and
exercise of Awards thereunder, and the obligation of the Company to sell and
deliver Shares under such Awards, shall be subject to all applicable Federal and
state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Company, in its discretion, may
postpone the issuance or delivery of Shares upon any exercise of an Award until
completion of any stock exchange listing, or other qualification of such Shares
under any state or Federal law, rule or regulation as the Company may consider
appropriate, and may require any Award holder to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of the Shares in compliance with applicable laws, rules and
regulations. Certificates representing Shares acquired by the exercise of an
Award may bear such legend as the Company may consider appropriate under the
circumstances.

         15.      Disposition of Shares of Common Stock. Except as determined by
the Board, in its sole discretion, or as provided in the Company's charter, or
by will or the laws of descent and distribution, all or any portion of the
Shares acquired with respect to an Award granted under the Plan or any economic
interest therein may not be sold, conveyed, transferred, assigned, mortgaged,
pledged, hypothecated or in any way (each, a "Disposition") otherwise encumbered
or disposed of to any Person, other than the Company. Any attempted Disposition
not permitted under this Section 15, the Company's charter, or by will or the
laws of descent and distribution shall be null and void and have no effect
whatsoever.

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         16.      Taxes. The Company may make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of all
federal, state, local and other taxes required by law to be withheld with
respect to Awards under the Plan including, but not limited to (a) reducing the
number of Shares otherwise deliverable, based upon their Fair Market Value on
the date of exercise, to permit deduction of the amount of any such withholding
taxes from the amount otherwise payable under the Plan, (b) deducting the amount
of any such withholding taxes from any other amount then or thereafter payable
to a Participant, or (c) requiring a Participant, beneficiary or legal
representative to pay to the Company the amount required to be withheld or to
execute such documents as the Company deems necessary or desirable to enable it
to satisfy its withholding obligations as a condition of releasing the Share.

         17.      No Liability of Administrator. No member of the Administrator
shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the
Administrator nor for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each employee, officer or director of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or 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 Board arising out of any act or
omission to act in connection with the Plan unless such act arises out of the
member's own fraud or bad faith).

         18.      Amendment or Termination. The Administrator may, with
prospective or retroactive effect, amend, suspend or terminate the Plan or any
portion thereof at any time and for any reason.

         19.      Captions. The captions preceding the sections of the Plan have
been inserted solely as a matter of convenience and shall not in any manner
define or limit the scope or intent of any provision of the Plan.

         20.      Governing Law. The Plan and all rights thereunder shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.

         21.      Severability. In the event that any provision of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

         22.      Effective Date. The Plan shall become effective as of August
30, 2002.