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                                                                    EXHIBIT 10.1

                                 WEBRIDGE, INC.

                            1996 STOCK INCENTIVE PLAN

        1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
enable Webridge, Inc. (the "Company") to attract and retain the services of (1)
selected employees, officers and directors of the Company or of any subsidiary
of the Company and (2) selected nonemployee agents, consultants, advisors and
independent contractors of the Company or any subsidiary.

        2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in PARAGRAPHS 12 and 13, the shares to be offered under the Plan shall
consist of Common Stock of the Company, and the total number of shares of Common
Stock that may be issued under the Plan shall not exceed 5,000,000 shares. The
shares issued under the Plan may be authorized and unissued shares or reacquired
shares. If an option, stock appreciation right or performance unit granted under
the Plan expires, terminates or is canceled, the unissued shares subject to such
option, stock appreciation right or performance unit shall again be available
under the Plan. If shares sold or awarded as a bonus under the Plan are
forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.

        3. EFFECTIVE DATE AND DURATION OF PLAN.

               (a) EFFECTIVE DATE. The Plan shall become effective when adopted
by the Board of Directors of the Company, but no Incentive Stock Option granted
under the Plan shall become exercisable until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of Common Stock
represented at a shareholders meeting at which a quorum is present and any
Incentive Stock Options granted under the Plan prior to such approval shall be
conditioned on and subject to such approval. Subject to this limitation,
options, stock appreciation rights and performance units may be granted and
shares may be awarded as bonuses or sold under the Plan at any time after the
effective date and before termination of the Plan.

               (b) DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board of Directors may suspend or terminate the
Plan at any time except with respect to options, performance units and shares
subject to restrictions then outstanding under the Plan. Termination shall not
affect any outstanding options, any right of the Company to repurchase shares or
the forfeitability of shares issued under the Plan.


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        4. ADMINISTRATION.

               (a) BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate from time
to time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions of
the Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.

               (b) COMMITTEE. The Board of Directors may delegate to a committee
of the Board of Directors or specified officers of the Company, or both (the
"Committee") any or all authority for administration of the Plan. If authority
is delegated to a Committee, all references to the Board of Directors in the
Plan shall mean and relate to the Committee except (i) as otherwise provided by
the Board of Directors, and (ii) that only the Board of Directors may amend or
terminate the Plan as provided in PARAGRAPHS 3 and 16.

        5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from time
to time, take the following actions, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in
PARAGRAPHS 6(a) and 6(b); (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in PARAGRAPHS 6(a) and 6(c); (iii)
award stock bonuses as provided in PARAGRAPH 7; (iv) sell shares subject to
restrictions as provided in PARAGRAPH 8; (v) grant stock appreciation rights as
provided in PARAGRAPH 9; (vi) grant cash bonus rights as provided in PARAGRAPH
10; and (vii) grant performance units as provided in PARAGRAPH 11. Any such
awards may be made to employees, including employees who are officers or
directors, and to other individuals described in PARAGRAPH 1 who the Board of
Directors believes have made or will make an important contribution to the
Company or any subsidiary of the Company; provided, however, that only employees
of the Company shall be eligible to receive Incentive Stock Options under the
Plan. The Board of Directors shall select the individuals to whom awards shall
be made and shall specify the action taken with respect to each individual to
whom an award is made. At the discretion of the Board of Directors, an
individual may be given an election to surrender an award in exchange for the
grant of a new award.

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        6. OPTION GRANTS.

               (a)    GENERAL RULES RELATING TO OPTIONS.

                      (i) Terms of Grant. The Board of Directors may grant
        options under the Plan. With respect to each option grant, the Board of
        Directors shall determine the number of shares subject to the option,
        the option price, the period of the option, the time or times at which
        the option may be exercised and whether the option is an Incentive Stock
        Option or a Non-Statutory Stock Option. At the time of the grant of an
        option or at any time thereafter, the Board of Directors may provide
        that an optionee who exercised an option with Common Stock of the
        Company shall automatically receive a new option to purchase additional
        shares equal to the number of shares surrendered and may specify the
        terms and conditions of such new options.

                      (ii) Exercise of Options. Except as provided in PARAGRAPH
        6(a)(iv) or as determined by the Board of Directors, no option granted
        under the Plan may be exercised unless at the time of such exercise the
        optionee is employed by or providing service to the Company or any
        subsidiary of the Company and shall have been so employed or provided
        such service continuously since the date such option was granted.
        Absence on leave or on account of illness or disability under rules
        established by the Board of Directors shall not, however, be deemed an
        interruption of employment or service for this purpose. Unless otherwise
        determined by the Board of Directors, vesting of options shall not
        continue during an absence on leave (including an extended illness) or
        on account of disability. Except as provided in PARAGRAPHS 6(a)(iv), 13
        and 14, options granted under the Plan may be exercised from time to
        time over the period stated in each option in such amounts and at such
        times as shall be prescribed by the Board of Directors, provided that
        options shall not be exercised for fractional shares. Unless otherwise
        determined by the Board of Directors, if the optionee does not exercise
        an option in any one period with respect to the full number of shares to
        which the optionee is entitled in that period, the optionee's rights
        shall be cumulative and the optionee may purchase those shares in any
        subsequent period during the term of the option.

                      (iii) Nontransferability. Each Incentive Stock Option and,
        unless otherwise determined by the Board of Directors, each other option
        granted under the Plan by its terms shall be nonassignable and
        nontransferable by the optionee, either voluntarily or by operation of
        law, except by will or by the laws of descent and distribution of the
        state or country of the optionee's domicile at the time of death.

                      (iv) Termination of Employment or Service.

                             (A) General Rule. Unless otherwise determined by
               the Board of Directors, in the event the employment or service of
               the optionee with or to


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               the Company or a subsidiary terminates for any reason other than
               because of physical disability or death as provided in PARAGRAPH
               6(a)(iv)(B), the option may be exercised at any time prior to
               the expiration date of the option or the expiration of 30 days
               after the date of such termination, whichever is the shorter
               period, but only if and to the extent the optionee was entitled
               to exercise the option at the date of such termination.

                             (B) Termination Because of Death or Total
               Disability. Unless otherwise determined by the Board of
               Directors, in the event of the termination of employment or
               service because of death or total disability, the option may be
               exercised at any time prior to the expiration date of the option
               or the expiration of one year after the date of such death or
               termination, whichever is the shorter period, but only if and to
               the extent the optionee was entitled to exercise the option at
               the date of such death or termination. The term "total
               disability" means permanent and total disability as defined in
               Section 22(e)(3) of the Code. Total disability shall be deemed to
               have occurred on the first day after the Company and the two
               independent physicians have furnished their opinion of total
               disability to the Company. In the event of death, the option may
               be exercised only by the person or persons to whom such
               optionee's rights under the option shall pass by the optionee's
               will or by the laws of descent and distribution of the state or
               country of domicile at the time of death.

                             (C) Amendment of Exercise Period Applicable to
               Termination. The Board of Directors, at the time of grant or at
               any time thereafter, may extend the 30-day and one-year exercise
               periods any length of time not longer than the original
               expiration date of the option, and may increase the portion of an
               option that is exercisable, subject to such terms and conditions
               as the Board of Directors may determine, and, in the case of
               Incentive Stock Options, subject to any limitations in the Code.

                             (D) Failure to Exercise Option. To the extent that
               the option of any deceased optionee or of any optionee whose
               employment or service terminates is not exercised within the
               applicable period, all further rights to purchase shares pursuant
               to such option shall cease and terminate.

                      (v)    Purchase of Shares.

                             (A) Written Notice. Unless the Board of Directors
determines otherwise, shares may be acquired pursuant to an option granted under
the Plan only upon receipt by the Company of notice in writing from the optionee
of the optionee's intention to exercise, specifying the number of shares as to
which the optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and if required in order to comply
with the Securities Act of 1933, as amended, containing a representation


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that it is the optionee's present intention to acquire the shares for investment
and not with a view to distribution.

                              (B)       Transfer Restrictions. Unless the Board
of Directors determines otherwise, any shares acquired by the optionee shall be
subject to any stock transfer restrictions in any agreement then in effect
between the Company and the holders of the Company's Common Stock, and the
exercise of an option shall not be effective until the optionee has signed and
delivered a signature page to such stock transfer restriction agreement.

                              (C)       Payment. Unless the Board of Directors
determines otherwise, on or before the date specified for completion of the
purchase of shares pursuant to an option, the optionee must have paid the
Company the full purchase price of such shares in cash (including, with the
consent of the Board of Directors, cash that may be the proceeds of a loan from
the Company, which loan, in the case of an Incentive Stock Option, shall have
been approved at the time of the option grant) or, with the consent of the Board
of Directors, in whole or in part, in Common Stock of the Company valued at fair
market value, restricted stock, performance units or other contingent awards
denominated in either stock or cash, promissory notes and other forms of
consideration. The fair market value of Common Stock provided in payment of the
purchase price shall be determined by the Board of Directors. If the Common
Stock of the Company is not publicly traded on the date the option is exercised,
the Board of Directors may consider any valuation methods it deems appropriate
and may, but is not required to, obtain one or more independent appraisals of
the Company. If the Common Stock of the Company is publicly traded on the date
the option is exercised, the fair market value of Common Stock provided in
payment of the purchase price shall be the closing price of the Common Stock as
reported in The Wall Street Journal on the last trading day preceding the date
the option is exercised, or such other reported value of the Common Stock as
shall be specified by the Board of Directors. No shares shall be issued until
full payment for the shares has been made. With the consent of the Board of
Directors (which, in the case of an Incentive Stock Option, shall be given only
at the time of grant), an optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of a
stock option (even though stock certificates have not yet been issued) to
satisfy the purchase price for additional portions of the option.

                              (D)       Taxes. Each optionee who has exercised
an option shall immediately upon notification of the amount due, if any, pay to
the Company in cash amounts necessary to satisfy any applicable federal, state
and local tax withholding requirements. If additional withholding is or becomes
required beyond any amount deposited before delivery of the certificates, the
optionee shall pay such amount to the Company on demand. If the optionee fails
to pay the amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the optionee, including salary, subject to
applicable law. With the consent of the Board of Directors an optionee may
satisfy this obligation, in whole or in part, by having the Company withhold
from the shares to be issued upon the exercise that


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number of shares that would satisfy the withholding amount due or by delivering
to the Company Common Stock to satisfy the withholding amount.

                              (E)       Reduction of Shares. Upon the exercise
of an option, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued upon exercise of the option.

              (b)    INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:

                     (i) Limitation on Amount of Grants. No employee may be
       granted Incentive Stock Options under the Plan if the aggregate fair
       market value, on the date of grant, of the Common Stock with respect to
       which Incentive Stock Options are exercisable for the first time by that
       employee during any calendar year under the Plan and under any other
       incentive stock option plan (within the meaning of Section 422 of the
       Code) of the Company or any parent or subsidiary of the Company exceeds
       $100,000.

                     (ii) Limitations on Grants to 10 Percent Shareholders. An
        Incentive Stock Option may be granted under the Plan to an employee
        possessing more than 10 percent of the total combined voting power of
        all classes of stock of the Company or of any parent or subsidiary of
        the Company only if the option price is at least 110 percent of the fair
        market value of the Common Stock subject to the option on the date it is
        granted, as described in PARAGRAPH 6(b)(iv), and the option by its terms
        is not exercisable after the expiration of five years from the date it
        is granted.

                     (iii) Duration of Options. Subject to PARAGRAPHS 6(a)(ii)
        and 6(b)(ii), Incentive Stock Options granted under the Plan shall
        continue in effect for the period fixed by the Board of Directors,
        except that no Incentive Stock Option shall be exercisable after the
        expiration of 10 years from the date it is granted.

                     (iv) Option Price. The option price per share shall be
        determined by the Board of Directors at the time of grant. Except as
        provided in PARAGRAPH 6(b)(ii), the option price shall not be less than
        100 percent of the fair market value of the Common Stock covered by any
        Incentive Stock Option at the date the option is granted. The fair
        market value shall be determined by the Board of Directors. If the
        Common Stock of the Company is not publicly traded on the date the
        option is granted, the Board of Directors may consider any valuation
        methods it deems appropriate and may, but is not required to, obtain one
        or more independent appraisals of the Company. If the Common Stock of
        the Company is publicly traded on the date the option is exercised, the
        fair market value shall be deemed to be the closing price of the Common
        Stock as reported in The Wall Street Journal on the day preceding the
        date the option is granted, or if there has been no sale on that date,
        on the last preceding date on which a sale


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       occurred, or such other value of the Common Stock as shall be specified
       by the Board of Directors.

                     (v) Limitation on Time of Grant. No Incentive Stock Option
       shall be granted on or after the tenth anniversary of the effective date
       of the Plan.

              (c)    NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options
shall be subject to the following terms and conditions in addition to those set
forth in PARAGRAPH 6(a) above:

                     (i) Option Price. The option price for Non-Statutory Stock
       Options shall be determined by the Board of Directors at the time of
       grant and may be any amount determined by the Board of Directors.

                     (ii) Duration of Options. Non-Statutory Stock Options
       granted under the Plan shall continue in effect for the period fixed by
       the Board of Directors.

       7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to forfeiture, all
dividends or other distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer subject to
forfeiture, at which time all accumulated amounts shall be paid to the
recipient. The Board of Directors may require the recipient to sign an agreement
as a condition of the award, but may not require the recipient to pay any
monetary consideration other than amounts necessary to satisfy tax withholding
requirements. The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares awarded shall bear any legends required by
the Board of Directors. The Company may require any recipient of a stock bonus
to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the recipient, including salary or
fees for services, subject to applicable law. With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to satisfy this
withholding obligation. Upon the issuance of a stock bonus, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued.

        8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions


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concerning transferability, repurchase by the Company and forfeiture of the
shares issued, together with such other restrictions as may be determined by the
Board of Directors. If shares are subject to forfeiture or repurchase by the
Company, all dividends or other distributions paid by the Company with respect
to the shares shall be retained by the Company until the shares are no longer
subject to forfeiture or repurchase, at which time all accumulated amounts shall
be paid to the recipient. All Common Stock issued pursuant to this PARAGRAPH 8
shall be subject to a purchase agreement, which shall be executed by the Company
and the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient. The purchase agreement
may contain any terms, conditions, restrictions, representations and warranties
required by the Board of Directors. The certificates representing the shares
shall bear any legends required by the Board of Directors. The Company may
require any purchaser of restricted stock to pay to the Company in cash upon
demand amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded, the
Company may withhold that amount from other amounts payable by the Company to
the purchaser, including salary, subject to applicable law. With the consent of
the Board of Directors, a purchaser may deliver Common Stock to the Company to
satisfy this withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued.

       9. STOCK APPRECIATION RIGHTS.

              (a)    GRANT. Stock appreciation rights may be granted under the
Plan by the Board of Directors, subject to such rules, terms, and conditions as
the Board of Directors prescribes.

              (b)    EXERCISE.

                     (i) General. Each stock appreciation right shall entitle
        the holder, upon exercise, to receive from the Company in exchange
        therefor an amount equal in value to the excess of the fair market value
        on the date of exercise of one share of Common Stock of the Company over
        its fair market value on the date of grant (or, in the case of a stock
        appreciation right granted in connection with an option, the excess of
        the fair market value of one share of Common Stock of the Company over
        the option price per share under the option to which the stock
        appreciation right relates), multiplied by the number of shares covered
        by the stock appreciation right or the option, or portion thereof, that
        is surrendered. No stock appreciation right shall be exercisable at a
        time that the amount determined under this paragraph is negative.
        Payment by the Company upon exercise of a stock appreciation right may
        be made in Common Stock valued at fair market value, in cash, or partly
        in Common Stock and partly in cash, all as determined by the Board of
        Directors.

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                      (ii) Exercisability. A stock appreciation right shall be
        exercisable only at the time or times established by the Board of
        Directors. If a stock appreciation right is granted in connection with
        an option, the following rules shall apply: (1) the stock appreciation
        right shall be exercisable only to the extent and on the same conditions
        that the related option could be exercised; (2) upon exercise of the
        stock appreciation right, the option or portion thereof to which the
        stock appreciation right relates terminates; and (3) upon exercise of
        the option, the related stock appreciation right or portion thereof
        terminates.

                      (iii) Conditions. The Board of Directors may withdraw any
        stock appreciation right granted under the Plan at any time and may
        impose any conditions upon the exercise of a stock appreciation right or
        adopt rules and regulations from time to time affecting the rights of
        holders of stock appreciation rights. Such rules and regulations may
        govern the right to exercise stock appreciation rights granted prior to
        adoption or amendment of such rules and regulations as well as stock
        appreciation rights granted thereafter.

                      (iv) Fair Market Value. For purposes of this PARAGRAPH 9,
        the fair market value of the Common Stock shall be determined as of the
        date the stock appreciation right is exercised, under the methods set
        forth in PARAGRAPH 6(b)(iv).

                      (v) No Fractional Shares. No fractional shares shall be
        issued upon exercise of a stock appreciation right. In lieu thereof,
        cash may be paid in an amount equal to the value of the fraction or, if
        the Board of Directors shall determine, the number of shares may be
        rounded downward to the next whole share.

                      (vi) Nontransferability. Each stock appreciation right
        granted in connection with an Incentive Stock Option, and unless
        otherwise determined by the Board of Directors, each other stock
        appreciation right granted under the Plan by its terms shall be
        nonassignable and nontransferable by the holder, either voluntarily or
        by operation of law, except by will or by the laws of descent and
        distribution of the state or country of the holder's domicile at the
        time of death, and each stock appreciation right by its terms shall be
        exercisable during the holder's lifetime only by the holder.

                      (vii) Taxes. Each participant who has exercised a stock
        appreciation right shall, upon notification of the amount due, pay to
        the Company in cash amounts necessary to satisfy any applicable federal,
        state and local tax withholding requirements. If the participant fails
        to pay the amount demanded, the Company may withhold that amount from
        other amounts payable by the Company to the participant including
        salary, subject to applicable law. With the consent of the Board of
        Directors a participant may satisfy this obligation, in whole or in
        part, by having the Company withhold from any shares to be issued upon
        the exercise that number of shares that

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        would satisfy the withholding amount due or by delivering Common Stock
        to the Company to satisfy the withholding amount.

                      (viii) Reduction in Shares. Upon the exercise of a stock
        appreciation right for shares, the number of shares reserved for
        issuance under the Plan shall be reduced by the number of shares issued.
        Cash payments of stock appreciation rights shall not reduce the number
        of shares of Common Stock reserved for issuance under the Plan.

        10. CASH BONUS RIGHTS.

               (a) GRANT. The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously granted,
(ii) stock appreciation rights granted or previously granted, (iii) stock
bonuses awarded or previously awarded and (iv) shares sold or previously sold
under the Plan. Cash bonus rights will be subject to rules, terms and conditions
as the Board of Directors may prescribe. Unless otherwise determined by the
Board of Directors, each cash bonus right granted under the Plan by its terms
shall be nonassignable and nontransferable by the holder, either voluntarily or
by operation of law, except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the time of death. The
payment of a cash bonus shall not reduce the number of shares of Common Stock
reserved for issuance under the Plan.

               (b) CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash bonus
right granted in connection with an option will entitle an optionee to a cash
bonus when the related option is exercised (or terminates in connection with the
exercise of a stock appreciation right related to the option) in whole or in
part if, in the sole discretion of the Board of Directors, the bonus right will
result in a tax deduction that the Company has sufficient taxable income to use.
If an optionee purchases shares upon exercise of an option and does not exercise
a related stock appreciation right, the amount of the bonus, if any, shall be
determined by multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option price for the
shares by the applicable bonus percentage. If the optionee exercises a related
stock appreciation right in connection with the termination of an option, the
amount of the bonus, if any, shall be determined by multiplying the total fair
market value of the shares and cash received pursuant to the exercise of the
stock appreciation right by the applicable bonus percentage. The bonus
percentage applicable to a bonus right, including a previously granted bonus
right, shall be determined and may be changed from time to time by the Board of
Directors but shall in no event exceed 75 percent.

               (c) CASH BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A cash
bonus right granted in connection with a stock bonus will entitle the recipient
to a cash bonus payable when the stock bonus is awarded or restrictions, if any,
to which the stock is subject lapse. If bonus stock awarded is subject to
restrictions and is repurchased by the Company or forfeited by the holder, the
cash bonus right granted in connection with the stock bonus shall terminate


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and may not be exercised. The amount and timing of payment of a cash bonus shall
be determined by the Board of Directors.

               (d) CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A cash
bonus right granted in connection with the purchase of stock pursuant to
PARAGRAPH 8 will entitle the recipient to a cash bonus when the shares are
purchased or restrictions, if any, to which the stock is subject lapse. Any cash
bonus right granted in connection with shares purchased pursuant to PARAGRAPH 8
shall terminate and may not be exercised in the event the shares are repurchased
by the Company or forfeited by the holder pursuant to applicable restrictions.
The amount of any cash bonus to be awarded and timing of payment of a cash bonus
shall be determined by the Board of Directors.

               (e) TAXES. The Company shall withhold from any cash bonus paid
pursuant to PARAGRAPH 10 the amount necessary to satisfy any applicable federal,
state and local withholding requirements.

       11. PERFORMANCE UNITS.

               (a) GRANT. The Board of Directors may grant performance units
consisting of monetary units which may be earned in whole or in part if the
Company achieves certain goals established by the Board of Directors over a
designated period of time, but not in any event more than 10 years. The goals
established by the Board of Directors may include earnings per share, return on
shareholders' equity, return on invested capital, and such other goals as may be
established by the Board of Directors. In the event that the minimum performance
goal established by the Board of Directors is not achieved at the conclusion of
a period, no payment shall be made to the participants. In the event the maximum
corporate goal is achieved, 100 percent of the monetary value of the performance
units shall be paid to or vested in the participants. Partial achievement of the
maximum goal may result in a payment or vesting corresponding to the degree of
achievement as determined by the Board of Directors. Payment of an award earned
may be in cash or in Common Stock or in a combination of both, and may be made
when earned, or vested and deferred, as the Board of Directors determines.
Deferred awards shall earn interest on the terms and at a rate determined by the
Board of Directors.

               (b) NONTRANSFERABILITY. Unless otherwise determined by the Board
of Directors, each performance unit granted under the Plan by its terms shall be
nonassignable and nontransferable by the holder, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the holder's domicile at the time of death.

               (c) TAXES. Each participant who has been awarded a performance
unit shall, upon notification of the amount due, pay to the Company in cash
amounts necessary to satisfy any applicable federal, state and local tax
withholding requirements. If the participant fails to


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pay the amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the participant, including salary or fees for
services, subject to applicable law. With the consent of the Board of Directors
a participant may satisfy this obligation, in whole or in part, by having the
Company withhold from any shares to be issued that number of shares that would
satisfy the withholding amount due or by delivering Common Stock to the Company
to satisfy the withholding amount.

               (d) REDUCTION IN SHARES. The payment of a performance unit in
cash shall not reduce the number of shares of Common Stock reserved for issuance
under the Plan. The number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon payment of an award.

        12. FOREIGN QUALIFIED GRANTS. Awards under the Plan may be granted to
such officers and employees of the Company and its subsidiaries and such other
persons described in paragraph 1 residing in foreign jurisdictions as the Board
of Directors may determine from time to time. The Board of Directors may adopt
such supplements to the Plan as may be necessary to comply with the applicable
laws of such foreign jurisdictions and to afford participants favorable
treatment under such laws; provided, however, that no award shall be granted
under any such supplement with terms which are more beneficial to the
participants than the terms permitted by the Plan.

        13. CHANGES IN CAPITAL STRUCTURE.

               (a) STOCK SPLITS; COMBINATIONS; DIVIDENDS. If the outstanding
Common Stock of the Company is hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares, reclassification,
or dividend payable in shares, appropriate adjustment shall be made by the Board
of Directors in the number and kind of shares available for awards under the
Plan. In addition, the Board of Directors shall make appropriate adjustment in
the number and kind of shares as to which outstanding options and stock
appreciation rights, or portions thereof then unexercised, shall be exercisable,
so that the optionee's proportionate interest before and after the occurrence of
the event is maintained. Notwithstanding the foregoing, the Board of Directors
shall have no obligation to effect any adjustment that would or might result in
the issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Board of Directors. Any such adjustments made by the Board of Directors shall be
conclusive.

               (b) MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, separation or
reorganization to which the Company or a subsidiary is a party or a sale of all
or substantially all of the Company's assets (each, a "Transaction"), the Board
of Directors shall, in its sole discretion and to the extent

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possible under the structure of the Transaction, select one of the following
alternatives for treating outstanding awards under the Plan:

                      (i) The Board of Directors may provide that all
        outstanding awards, including options, shall remain in effect in
        accordance with their terms.

                      (ii) If the stockholders of the Company receive capital
        stock of another corporation ("Exchange Stock") in exchange for their
        shares of Common Stock in any Transaction, the Board of Directors may
        provide that all options granted hereunder shall be converted into
        options to purchase shares of Exchange Stock. The amount and price of
        converted options shall be determined by adjusting the amount and price
        of the options granted hereunder in the same proportion as used for
        determining the number of shares of Exchange Stock the holders of the
        Common Stock receive in such Transaction. Unless otherwise determined by
        the Board of Directors, the converted options shall be vested only to
        the extent that the vesting requirements relating to options granted
        hereunder have been satisfied.

                      (iii) The Board of Directors may provide a 30-day period
        prior to the consummation of the Transaction during which optionees
        shall have the right to exercise options and stock appreciation rights
        to the extent vested and upon the expiration of which 30-day period all
        unexercised options and stock appreciation rights shall immediately
        terminate. The Board of Directors may, in its sole discretion,
        accelerate the exercisability of options and stock appreciation rights
        so that they are exercisable in full during such 30-day period.

        14. DISSOLUTION. In the event of the dissolution of the Company, options
and stock appreciation rights shall be treated in accordance with PARAGRAPH
13(c)(iii).

        15. RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors may
also grant options, stock appreciation rights, performance units, stock bonuses
and cash bonuses and issue restricted stock under the Plan having terms,
conditions and provisions that vary from those specified in this Plan provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, stock bonuses, cash
bonuses, restricted stock and performance units granted, awarded or issued by
another corporation and assumed or otherwise agreed to be provided for by the
Company pursuant to or by reason of a Transaction.

        16. AMENDMENT OF PLAN. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in PARAGRAPHS 6(a)(iv)(C), 9(b)(iii), 10, 13
and 14, however, no change in an award already granted shall be made without the
written consent of the holder of such award.

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        17. APPROVALS. The obligations of the Company under the Plan are subject
to the approval of state and federal authorities or agencies with jurisdiction
in the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.

        18. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company to provide services any
right to be retained or engaged by the Company or to the continuation,
extension, renewal, or modification of any compensation, contract, or
arrangement with or by the Company.

        19. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

        20. NOTICES. Any notices required or permitted to be given to holders of
awards pursuant to the Plan shall be in writing, addressed to the most recent
address on the Company's records, and shall be deemed to be effectively given
when (a) mailed by registered or certified mail with postage and fees prepaid,
(b) sent by overnight delivery service, (c) personally delivered, or (d) sent by
facsimile with confirmed transmission.


DATE ADOPTED BY THE BOARD OF DIRECTORS:     JUNE 26, 1996

DATE APPROVED BY THE SHAREHOLDERS:          JUNE 26, 1996



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