<PAGE>   1
                                                                    EXHIBIT 10.9


                             GENOMIC SOLUTIONS INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN


     1. PURPOSE OF THE PLAN. This Genomic Solutions Inc. 2000 Employee Stock
Purchase Plan adopted as of the 10th day of February, 2000, and effective
pursuant to Section 27 of this Plan, is intended to encourage eligible employees
of the Company and its Subsidiaries to acquire or increase their ownership of
common stock of the Company on reasonable terms. The opportunity so provided is
intended to foster in participants a strong incentive to put forth maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to aid in retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals to the Company and its Subsidiaries in
the future. It is the Company's intention that this Employee Stock Purchase Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code and,
accordingly, the provisions of the Plan shall be construed in a manner
consistent with the requirements of that section of the Code. However, neither
the Company nor the Committee shall be required to insure that Options granted
under this Plan receive the tax treatment afforded by Section 423 of the Code.

     2. DEFINITIONS. When used herein, the following terms shall have the
meanings set forth below:

          2.1 "ACCOUNT" means the funds accumulated with respect to an Employee
     as a result of deductions from his paycheck for the purpose of purchasing
     Shares under the Plan. The funds allocated to an Employee's Account shall
     remain the property of the Employee at all times but may be commingled with
     the general funds of the Company or with the accounts of other employees.

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

          2.3 "CALL PERIOD" means the call period, as defined in the Third
     Amended and Restated Certificate of Incorporation for Genomic Solutions
     Inc., during which PerkinElmer, Inc., a Massachusetts corporation ("PKI"),
     has a right to cause the Company to redeem its callable common stock.

          2.4 "CHANGE IN CONTROL" means the earliest to occur of the following:

               (a) the sale, lease, exchange or other transfer, directly or
          indirectly, of substantially all of the assets of the Company (in one
          transaction or in a series of related transactions) to a person or
          entity that is not controlled by the Company;

               (b) the approval by the shareholders of the Company of any plan
          or proposal for the liquidation or dissolution of the Company;

               (c) any person becomes after the effective date of the Plan the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of (A) 20% or more, but less than 50% of the
          combined voting power of the Company's outstanding securities
          ordinarily having the right to vote at

<PAGE>   2


          elections of directors, unless the transaction resulting in such
          ownership has been approved in advance by the Incumbent Directors, or
          (B) 50% or more of the combined voting power of the Company's
          outstanding securities ordinarily having the right to vote at
          elections of directors (regardless of any approval by the Incumbent
          Directors);

               (d) a merger or consolidation to which the Company is a party if
          the shareholders of the Company immediately prior to effective date of
          such merger or consolidation have "beneficial ownership" (as defined
          in Rule 13d-3 under the Exchange Act), immediately following the
          effective date of such merger or consolidation, of securities of the
          surviving corporation representing (i) more than 50%, but less than
          80%, of the combined voting power of the surviving corporation's then
          outstanding securities ordinarily having the right to vote at
          elections of directors, unless such merger or consolidation has been
          approved in advance by the Incumbent Directors (as defined in Section
          2.12 below), or (ii) 50% or less of the combined voting power of the
          surviving corporation's then outstanding securities ordinarily having
          the right to vote at elections of directors (regardless of any
          approval by the Incumbent Directors); or

               (e) the Incumbent Directors cease for any reason to constitute at
          least a majority of the Board.

          2.5 "CODE" means the Internal Revenue Code of 1986, as in effect at
     the time of reference and as from time to time amended, and the regulations
     issued thereunder.

          2.6 "COMMITTEE" means the Compensation Committee of the Board or any
     other committee appointed by the Board which is invested by the Board with
     responsibility for the administration of the Plan and whose members meet
     the requirements for eligibility to serve as set forth in the Plan.

          2.7 "COMPANY" means Genomic Solutions Inc.; however the term Company
     as used herein with respect to any Employee shall be construed to mean the
     adopting entity by which such Employee is employed, and whenever the term
     Company is used in connection with an action to be taken in connection with
     the Plan or in its administration the term Company shall mean Genomic
     Solutions Inc.

          2.8 "ELIGIBLE COMPENSATION" means the regular compensation (i.e.,
     straight time earnings) earned by an Employee during a payroll period,
     before deductions or withholdings, but shall exclude, unless the Committee
     determines otherwise, all other amounts including, but not limited to, (i)
     all amounts contributed by the Company or any Subsidiary under any
     profit-sharing, pension, retirement, group insurance or other employee
     welfare benefit plan or trust whether now in existence or hereinafter
     adopted and (ii) any income from stock option exercises or other equity
     based compensation.

          2.9 "EMPLOYEE" means any individual employed by the Company or by any
     of its Subsidiaries set forth in Schedule A attached hereto (as it may be
     amended from

                                       2


<PAGE>   3

     time to time by the Board of Directors in its sole discretion and subject
     to shareholder approval when so required by Reg. Section 1.423-2(c)(4)).

          2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
     effect at the time of reference, or any successor law which may hereafter
     be adopted in lieu thereof, and any reference to any specific provisions of
     the Exchange Act as it may hereafter be amended or replaced.

          2.11 "FAIR MARKET VALUE" means, on any given date, the fair market
     value of a Share of the Company's common stock as determined in good faith
     by the Board; provided, however, that: (a) if the common stock is admitted
     to quotation on the National Association of Securities Dealers Automated
     Quotation System ("Nasdaq") Small-Cap Market on the date the Option is
     granted, the Fair Market Value means the average of the highest bid and
     lowest asked prices of the common stock on Nasdaq reported for such date;
     (b) if the common stock is admitted to trading on a national securities
     exchange or the Nasdaq National Market on the date the Option is granted,
     the Fair Market Value means the closing price reported for the common stock
     on such exchange or system for such date or, if no sales were reported for
     such date, for the last date preceding such date for which a sale was
     reported; (c) if the common stock is admitted to quotation on the New York
     Stock Exchange ("NYSE") on the date the Option is granted, the Fair Market
     Value means the average of the highest bid and lowest asked prices of the
     common stock on NYSE reported for such date; and (d) the Fair Market Value
     of the common stock on the effective date of the registration statement for
     the Company's initial public offering shall be the initial offering price.

          2.12 "INCUMBENT DIRECTOR" means any individual who is a member of the
     Board on the effective date of the Plan and any individual who subsequently
     becomes a member of the Board whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the then Incumbent Directors (either by specific vote or by approval of
     the Company's proxy statement in which such individual is named as a
     nominee for director without objection to such nomination).

          2.13 "OFFERING COMMENCEMENT DATE" means January 1 or July 1, as the
     case may be, or any other date determined by the Committee on which a
     particular offering begins.

          2.14 "OFFERING TERMINATION DATE" means June 30 or December 31, as the
     case may be, or any other date determined by the Committee on which a
     particular offering terminates or on which the Options are exercised or
     deemed exercised.

          2.15 "OPTION" means the right granted to an Employee to purchase
     Shares pursuant to an offering made under the Plan and pursuant to such
     Employee's election to purchase Shares in such offering, at a price and
     subject to such limitations and restrictions as the Plan and the Committee
     may impose.


                                       3

<PAGE>   4


          2.16 "PARENT" means any corporation, other than the employer
     corporation, in an unbroken chain of corporations ending with the employer
     corporation if each of the corporations other than the employer corporation
     owns stock possessing fifty percent (50%) or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     such chain.

          2.17 "PLAN" means the Genomic Solutions Inc. 2000 Employee Stock
     Purchase Plan.

          2.18 "PURCHASE PERIOD" means the period commencing on the Offering
     Commencement Date and ending on the Offering Termination Date during which
     installment payments for Shares purchased pursuant to Options granted
     pursuant to an offering made under the Plan shall be made.

          2.19 "SHARES" means shares of the Company's common stock, par value
     $0.001, prior to or after the Call Period; shares of the Company's callable
     common stock, par value $0.001, during the Call Period; or if by reason of
     the adjustment provisions contained herein, any rights under the Plan
     pertaining to any other security such other security.

          2.20 "SUBSIDIARY" or "SUBSIDIARIES" means any corporation or
     corporations other than the employer corporation in an unbroken chain of
     corporations beginning with the employer corporation if each of the
     corporations other than the last corporation in the unbroken chain owns
     stock possessing fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain.

          2.21 "SUCCESSOR" means the legal representative of the estate of a
     deceased Employee or the person or persons who shall acquire the right to
     exercise or receive an Option by bequest or inheritance or by reason of the
     death of the Employee.

     3. STOCK SUBJECT TO THE PLAN. There will be reserved for use, upon the
exercise of Options to be granted from time to time pursuant to offerings made
under the Plan, an aggregate of 1,000,000 Shares, which Shares may be, in whole
or in part, as the Board shall from time to time determine, authorized but
unissued Shares, or issued Shares which shall have been reacquired by the
Company. The number of Shares reserved under the Plan may be issued pursuant to
the exercise of Options granted pursuant to one or more offerings made under the
Plan. Any Shares subject to issuance upon exercise of Options but which are not
issued because of a surrender, lapse, expiration or termination of any such
Option prior to issuance of such Shares shall once again be available for
issuance in satisfaction of Options.

     4. ADMINISTRATION OF THE PLAN. The Compensation Committee of the Board, or
any other committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan, shall administer the Plan.
Subject to the provisions of the Plan, the Committee shall have full authority,
in its sole discretion, to determine when offerings will be made under the Plan,
the number of Shares available for purchase in any such offering, and the terms
and conditions of any such offering; to amend or cancel Options (subject to
Section 23 of the Plan); to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating


                                       4

<PAGE>   5

to the Plan; and generally to interpret and determine any and all matters
whatsoever relating to the administration of the Plan, including the designation
of individuals responsible for the day-to-day operation of the Plan. All
decisions, determinations and interpretations made by the Committee shall be
binding and conclusive on all Employees and on their Successors, legal
representatives, heirs and beneficiaries. The Board may from time to time
appoint members to the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the Committee.
No member of the Committee shall be liable, in the absence of bad faith, for any
act or omission with respect to his service on the Committee.

     5. OFFERINGS. Unless the Committee determines otherwise, the Plan will be
implemented by up to twenty (20) consecutive six (6) month offerings. The first
offering under the Plan shall commence on the effective date of the Plan and
terminate on June 30, 2000. Thereafter, offerings generally shall commence on
each subsequent July 1 and January 1 and terminate on the following December 31
and June 30, respectively, of such year until the Plan is terminated or until no
additional Shares are available for purchase under the Plan.

     6. ELIGIBILITY TO PARTICIPATE IN OFFERINGS. All Employees shall be eligible
to participate in the Plan. All Employees granted Options under the Plan shall
have the same rights and privileges within the meaning of Section 423(b)(5) of
the Code.

     7. PARTICIPATION. An eligible Employee may become a participant in the Plan
by completing, signing and submitting an enrollment form ("Enrollment Form")
which shall designate a whole percentage of his Eligible Compensation, not to
exceed ten percent (10%), to be withheld during the Purchase Period of any
offering in which he participates, and any other necessary papers including, but
not limited to, any forms required to establish a brokerage account at a
brokerage firm designated by the Committee in the Employee's name for the
purpose of holding any Shares purchased pursuant to the Plan at least ten (10)
days prior to the Offering Commencement Date of the first offering in which he
wishes to participate(or such other time(s) as may be determined by the
Committee in its sole discretion). After completing, signing and submitting an
Enrollment Form and any other necessary papers in accordance with the preceding
sentence with such person as the Committee may designate, an Employee shall be
deemed to have become a participant in the Plan for each subsequent offering
until the Employee withdraws from the Plan in accordance with Section 14 hereof,
is deemed to have withdrawn from the Plan in accordance with Section 17 hereof,
or otherwise gives written notice of his intent to withdraw to such person as
the Committee may designate. Except as otherwise provided in Section 14, if an
Employee who withdraws from the Plan desires to re-enter the Plan, he must
submit a new Enrollment Form in accordance with this Section 7 at least ten (10)
days prior to the Offering Commencement Date of the particular offering to which
such re-entry is intended to apply, or by such other time as the Committee
determines in its sole discretion. An Employee's re-entry into the Plan shall
not become effective before the beginning of the next offering following his
withdrawal. Participation in one offering under the Plan shall neither limit nor
require participation in any other offering.

     8. GRANT OF OPTIONS. Subject to the limitations set forth in Sections 6 and
9 of the Plan, on the Offering Commencement Date of each offering made under the
Plan, each Employee who has previously elected to participate in the Plan shall
automatically be granted an Option for as many full Shares as he is expected to
be able to purchase with the payroll


                                       5

<PAGE>   6

deductions credited to his Account during the Purchase Period of that offering
plus any carryover in his Account. In the event the total maximum number of
Shares resulting from all elections to purchase under any offering of Shares
made under the Plan exceeds the number of Shares then available under the Plan,
the Committee shall reduce the maximum number of Shares which Employees may
purchase pursuant to their elections to purchase, allot the Shares available in
such manner as it shall determine (subject to the requirements of Section 423 of
the Code), but generally pro rata to subscriptions received, and grant Options
to purchase only for such reduced number of Shares or otherwise in a uniform and
nondiscriminatory manner reduce the number of shares offered. Notice of any such
reduction shall be given to each participating Employee. In the event an
Employee's election to purchase Shares pursuant to an offering made under the
Plan is canceled pursuant to Section 9 of the Plan, the Option granted to such
Employee shall automatically terminate and the balance in his Account shall be
returned to the Employee.

     9. LIMITATIONS OF NUMBER OF SHARES WHICH MAY BE PURCHASED. The following
limitations shall apply with respect to the number of Shares which may be
purchased by each Employee who elects to participate in an offering made under
the Plan:


               (a) No Employee may purchase, or elect to purchase Shares during
          any one offering for an aggregate purchase price in excess of ten
          percent (10%) of his Eligible Compensation during the Purchase Period
          applicable to such offering.

               (b) No Employee shall be granted an Option to purchase Shares
          under the Plan if such Employee, immediately after such Option is
          granted, owns stock (within the meaning of Section 424(d) of the Code,
          and including stock subject to purchase under any outstanding options)
          possessing five percent (5%) or more of the total combined voting
          power or value of all classes of stock of the Company or, if
          applicable, any Subsidiary or, if applicable, a Parent.

               (c) No Employee shall be granted an Option to purchase Shares
          which permits his right to purchase stock under the Plan and all other
          employee stock purchase plans of the Company and, if applicable, a
          Subsidiary, and, if applicable, a Parent, to accrue (as determined
          under Section 423(b)(8) of the Code) at a rate which exceeds $25,000
          of Fair Market Value of such stock (determined on the date the Option
          to purchase is granted) for each calendar year in which such Option is
          outstanding at any time.

     10. EXERCISE PRICE. Unless the Committee, in its sole discretion,
determines to set a higher per Share exercise price, the per Share exercise
price for Shares subject to purchase under Options granted pursuant to an
offering made under the Plan shall be an amount equal to the lesser of (a)
eighty-five percent (85%) of the Fair Market Value of the Shares on the Offering
Commencement Date, or (b) eighty-five percent (85%) of the Fair Market Value of
the Shares on the Offering Termination Date.

     11. PAYROLL DEDUCTIONS. Payment of the exercise price of any Option granted
pursuant to the Plan shall be made in installments through payroll deductions,
with no right of prepayment. Each Employee electing to participate in an
offering of Shares made under the Plan shall authorize the Company, pursuant to
Section 7 of the Plan, to withhold a designated amount


                                       6

<PAGE>   7

from his regular weekly, bi-weekly, semimonthly or monthly pay for each payroll
period during the Purchase Period, which amount, expressed as a percentage, may
not exceed ten percent (10%) of his Eligible Compensation. All such payroll
deductions made for an Employee shall be credited to his Account. An Employee
may not make any separate cash payments into his Account nor may payment for
Shares be made other than by payroll deduction. No interest shall accrue on the
amounts credited to an Employee's Account pursuant to this Section 11.

     12. EXERCISE OF OPTIONS. As of the close of business on the Offering
Termination Date of any offering of Shares made under the Plan, each outstanding
Option shall automatically be exercised. Subject to the limitations in Sections
6, 8 and 9 of the Plan upon the exercise of an Option, the aggregate amount of
the payroll deductions credited to the Account of each Employee as of that date
will automatically be applied to the exercise price for the purchase of that
number of Shares, rounded down to the nearest whole share, equal to his Account
balance divided by the exercise price. Promptly following the end of each
Offering Termination Date, the number of Shares purchased by each Employee shall
be deposited into an account established in the Employee's name at a stock
brokerage or other financial services firm designated by the Company. Unless an
Employee notifies the Company in writing not to carry over the balance of his
Account to the next offering and to have the balance of his Account returned to
him instead, the Company shall carry over the balance of his Account to the next
offering. Upon termination of the Plan, the balance of each Employee's Account
shall be returned to him to the extent not used to purchase Shares under an
Option then in effect.

     13. RIGHTS OF A SHAREHOLDER. Except as provided in Section 19(b), as soon
as feasible after the close of business on each Offering Termination Date, the
Company will issue the Employee a certificate evidencing Shares for which his
payment has been received at such Offering Termination Date. An Employee will
have no rights as a shareholder with respect to Shares under an election to
purchase Shares until certificates evidencing his purchased Shares have been
issued and delivered to the Employee.

     14. CANCELLATION OF ELECTION TO PURCHASE. An Employee who has elected to
purchase Shares pursuant to any offering made under the Plan may cancel his
election in its entirety. Any such cancellation shall be effective upon the
delivery by the Employee of written notice of cancellation to such person as the
Committee may designate. Such notice of cancellation must be so delivered before
the close of business on the third to last business day of the Purchase Period.
The amount credited to an Employee's Account at the time the cancellation
becomes effective may be, at the Employee's option, (i) applied to the purchase
of the number of Shares such amount will then purchase or (ii) returned to the
Employee. If the Employee elects to purchase Shares with the amount credited to
his Account at the time of cancellation, such purchase will become effective at
the close of business on the Offering Termination Date. Upon cancellation, the
Employee shall be deemed to have withdrawn from the Plan. To re-enter the Plan,
the Employee must submit a new Enrollment Form in accordance with Section 7.

     15. LEAVE OF ABSENCE OR LAYOFF. An Employee purchasing Shares under the
Plan who is granted a leave of absence (including a military leave) or is laid
off during the Purchase Period may at that time elect to suspend payments during
such leave of absence or period of layoff. Any such suspension shall be treated
as a partial cancellation of his election to purchase Shares and the Employee
shall be deemed to have elected to purchase solely the number of


                                       7

<PAGE>   8

Shares for which the amount credited to his Account at the close of business on
the Offering Termination Date is sufficient. If the Employee does not return to
active service promptly following the end of his leave of absence or layoff (or
such other time as permitted under laws relating to military leave), his
election to purchase shall be deemed to have been cancelled at the earlier of
the end of his leave (or layoff) or the end of such Purchase Period, and the
Employee's only right will be to receive in cash the amount credited to his
Account. Notwithstanding the above, the Plan will comply with any applicable
requirements of the Uniformed Services Employment and Reemployment Rights Act
with respect to military leaves.

     16. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE. If in any payroll period
an Employee who has filed an election to purchase Shares under the Plan has no
pay or his pay is insufficient (after other authorized deductions) in any
payroll period to permit deduction of his installment payment, the amount of
such deficiency shall be treated as a partial cancellation of his election to
purchase Shares. The Employee shall be deemed to have elected to purchase solely
the number of Shares for which the amount credited to his Account at the close
of business on the Offering Termination Date is sufficient.

     17. TERMINATION OF EMPLOYMENT. If an Employee's employment is terminated
for any reason, excluding his death, his becoming disabled for purposes of the
Company's long-term disability plan or to his retirement upon attaining age 65,
or if he ceases to be so employed prior to age 65 due to early retirement and
such early retirement is acceptable to the Committee for purposes of this
Section 17, prior to the end of the Purchase Period of any offering, the
Employee's rights under the Plan will terminate at such time. A notice to
withdraw from the Plan will be considered as having been received from the
Employee on the day his employment ceases, and the Employee shall receive the
cash then credited to his Account. If an Employee dies, becomes disabled or
retires (all as used above) prior to the end of the Purchase Period of any
offering, the amount credited to such Employee's Account at the time of his
death, disability or retirement may, at the option of the Employee or the
Employee's Successor or other authorized person, be (i) applied to the purchase
of the number of Shares such amount will then purchase or (ii) paid to the
Employee or his Successor or other authorized person. If the Employee or the
Employee's Successor or other authorized person elects to purchase Shares with
the amount credited to the Employee's Account at the time of death, disability
or retirement, such purchase will become effective at the close of business on
the Offering Termination Date.

     18. NONTRANSFERABILITY OF OPTIONS. An Option, or an Employee's right to any
amounts held for his Account under the Plan, shall not be transferable, other
than (a) by will or the laws of descent and distribution, and an Option may be
exercised during the lifetime of the holder of the Option only by the holder or,
in the event of the holder's death, the holder's Successor; or (b) if permitted
pursuant to the Code and the Regulations thereunder without affecting the
Options' qualification under Section 423 of the Code, pursuant to a qualified
domestic relations order.

     19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of adjustments
to the capital structure of the Company, the following provisions apply:

          (a) In the event of changes in all of the outstanding Shares by reason
     of stock dividends, stock splits, recapitalizations, mergers,
     consolidations,


                                       8
<PAGE>   9


     combinations, or exchanges of shares, separations, reorganizations or
     liquidations, or similar events, or in the event of extraordinary cash or
     non-cash dividends being declared with respect to the Shares, or similar
     corporate transactions or events, the number and class of Shares available
     under the Plan in the aggregate, the number and class of Shares subject to
     Options theretofore granted, applicable purchase prices and all other
     applicable provisions, shall, subject to the provisions of the Plan, be
     equitably adjusted by the Committee, taking into account (where applicable)
     Section 424(a) of the Code. The foregoing adjustment and the manner of
     application of the foregoing provisions shall be determined by the
     Committee in its sole discretion. Any such adjustment may provide for the
     elimination of any fractional Share which might otherwise become subject to
     an Option.


          (b) If PKI exercises its option pursuant to the Securities Purchase
     Agreements (defined below) or exercises its right to cause the Company to
     redeem its callable common stock, and if PKI notifies the Company that it
     will not assume this Plan and substitute for the Options new options or if
     PKI fails to timely notify the Company that it will assume and substitute
     the Options (all within the meaning of Section 424(a) of the Code), the
     Purchase Period of each Option then in effect shall terminate, with the
     Offering Termination Date being the date immediately prior to the
     redemption of the callable common stock or the exercise of PKI's option
     pursuant to the Securities Purchase Agreements. In lieu of the number of
     Shares purchased by each Employee being deposited into an account
     established in the Employee's name at a stock brokerage or other financial
     services firm designated by the Company, if the callable common stock is
     redeemed by the Company the Employee shall receive the redemption price per
     Share, as defined in the Company's Third Amended and Restated Certificate
     of Incorporation, less any taxes withheld pursuant to Section 21 of the
     Plan, and if the common stock is transferred to PKI pursuant to the terms
     of the Securities Purchase Agreements the Employee shall receive the
     purchase price per Share, as defined in the Securities Purchase Agreements,
     less any taxes withheld pursuant to Section 21 of the Plan. The "Securities
     Purchase Agreements" are those agreements entered into between PKI and
     holders of the Company's equity securities, dated January 26, 2000.

     20. CHANGE IN CONTROL. Notwithstanding anything to the contrary herein, in
the case of a Change in Control of the Company, the Board may, in its sole
discretion, elect to terminate the Purchase Period of any offering then in
effect as of the date of such Change of Control (or such other date as may be
determined in the sole discretion of the Committee), with the effect that such
date will be the Offering Termination Date of such offering.

     21. TAXES. The Employee, or his Successor, shall promptly notify the
Company of any disposition of Shares acquired pursuant to the exercise of an
Option under the Plan made by him within 2 years after the date of the grant of
the Option or within 1 year after the transfer of such Shares to him, pursuant
to Code Section 423(a)(1). The Company shall have the right to deduct any taxes
required by law to be withheld as a result of such disposition from any amounts
otherwise payable then or at any time thereafter to the Employee. The Company
shall also have the right to require a person entitled to receive Shares
pursuant to the exercise of an Option to


                                       9

<PAGE>   10

pay the Company in cash the amount of any taxes which the Company is or will be
required to withhold with respect to the Shares before the certificate for such
Shares is delivered pursuant to the Option.

     22. TERMINATION OF THE PLAN. The Plan shall terminate under the following
circumstances:

          (a) The Plan shall terminate ten (10) years from the date the Plan
     becomes effective, and an Option shall not be granted under the Plan after
     that date although the provisions of any Option may be amended at any date
     prior to the end of its term in accordance with the Plan. Any Options
     outstanding at the time of termination of the Plan shall continue in full
     force and effect according to the terms and conditions of the Option and
     this Plan.

          (b) The Board may terminate the Plan as of any Offering Termination
     Date.

     23. AMENDMENT OF THE PLAN. The Plan may be amended at any time and from
time to time by the Board, but no amendment without the approval of the
shareholders of the Company shall be made if shareholder approval would be
required under Section 423 of the Code. Notwithstanding the sole discretionary
authority granted to the Committee in Section 4 of the Plan, no amendment of the
Plan or any Option granted under the Plan shall impair any of the rights of any
holder, without the holder's consent, under any Option theretofore granted under
the Plan.

     24. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an Option unless the exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. On or before January 31
of the year following the year in which an Option is exercised, the Company
shall furnish the Employee or the Employee's Successor any statement required
under Section 6039(a)(2) of the Code.

     25. FEES AND COSTS. The Company shall pay all fees and expenses necessarily
incurred by the Company in connection with operation of the Plan.

     26. NO CONTRACT OF EMPLOYMENT. Neither the adoption of this Plan nor the
grant of any Option shall be deemed to obligate the Company or any Subsidiary to
continue the employment of any Employee.

     27. EFFECTIVENESS OF THE PLAN. The Plan shall become effective on the
closing of the Company's Initial Public Offering. Notwithstanding the foregoing,
unless the Plan is approved by the Company's shareholders at a meeting duly held
in accordance with Delaware law within twelve (12) months after being adopted by
the Board, the Plan and all Options made under it shall be void and of no force
and effect. In no event shall an Option granted under the Plan be




                                       10

<PAGE>   11

exercised, or Shares issued thereunder, until the Plan has been approved by the
shareholders of the Company.

     28. OTHER PROVISIONS. As used in the Plan, and in other documents prepared
in implementation of the Plan, references to the masculine pronoun shall be
deemed to refer to the masculine, feminine or neuter, and references in the
singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in such other documents prepared in
implementation of the Plan are for convenience only and shall not affect the
meaning of any provision hereof or thereof.


                                       11