<PAGE>

                                                                   Exhibit 10.13

                         WHITING PETROLEUM CORPORATION
                           2003 EQUITY INCENTIVE PLAN

Section 1.  Purpose

            The purpose of the Whiting Petroleum Corporation 2003 Equity
Incentive Plan (the "Plan") is to promote the best interests of Whiting
Petroleum Corporation (together with any successor thereto, the "Company") and
its stockholders by providing key employees and non-employee directors of the
Company and its Affiliates (as defined below) with an opportunity to acquire a
proprietary interest in the Company. It is intended that the Plan will promote
continuity of management and increased incentive and personal interest in the
welfare of the Company by those key employees who are primarily responsible for
shaping and carrying out the long-range plans of the Company and securing the
Company's continued growth and financial success. In addition, by encouraging
stock ownership by directors who are not employees of the Company or its
Affiliates, the Company seeks to attract and retain on its Board of Directors
persons of exceptional competence and to provide a further incentive to serve as
a director of the Company.

Section 2.  Definitions

            As used in the Plan, the following terms shall have the respective
meanings set forth below:

            (a)  "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common control
with, the Company.

            (b)  "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit
granted under the Plan.

            (c)  "Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award granted under the Plan.

            (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time. Any reference to a specific provision of the Code shall also
be deemed a reference to any successor provision thereto.

            (e)  "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.

            (f)  "Committee" shall mean a committee of the Board of Directors of
the Company or a subcommittee thereof designated by such Board to administer the
Plan and comprised solely of not less than two directors, each of whom will be a
"non-employee director" within the meaning of Rule 16b-3 and, to the extent
deemed appropriate by the Committee, each of whom will be an "outside director"
within the meaning of Section 162(m)(4)(C) of the Code; provided that the mere
fact that the Committee shall fail to qualify under the foregoing requirements
shall not invalidate any Award made by the Committee that is otherwise validly
made under the Plan, unless the Committee is aware at the time of the Award's
grant of the Committee's failure to so qualify.

            (g)  "Dividend Equivalent" shall mean a right, granted to a
Participating Key Employee or a Non-Employee Director under the Plan, to receive
cash equal to the cash dividends

<PAGE>

paid with respect to a specified number of Shares. Dividend Equivalents shall
not be deemed to be Awards under the Plan.

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

            (i)  "Excluded Items" shall mean any items which the Committee
determines shall be excluded in fixing Performance Goals, including, without
limitation, any gains or losses from discontinued operations, any extraordinary
gains or losses and the effects of accounting changes.

            (j)  "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

            (k)  "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code.

            (l)  "Key Employee" shall mean any officer or other key employee of
the Company or of any Affiliate who is responsible for or contributes to the
management, growth or profitability of the business of the Company or any
Affiliate as determined by the Committee.

            (m)  "Non-Employee Director" shall mean a director of the Company or
any Affiliate who is not an employee of the Company or any Affiliate.

            (n)  "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

            (o)  "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.

            (p)  "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.

            (q)  "Performance Goals" shall mean each of, or a combination of one
or more of, the following (in all cases after excluding the impact of applicable
Excluded Items):

                 (i)     Return on equity;

                 (ii)    Return on investment;

                 (iii)   Return on net assets;

                 (iv)    Return on revenues;

                 (v)     Operating income;

                 (vi)    Performance value added (as defined by the Committee at
     the time of selection);

                                       -2-

<PAGE>

                 (vii)   Pre-tax profits;

                 (viii)  Net income;

                 (ix)    Net earnings per Share;

                 (x)     Working capital as a percent of net revenues;

                 (xi)    Net cash provided by operating activities;

                 (xii)   Market price per Share;

                 (xiii)  Total stockholder return;

                 (xiv)   Cash flow or cash flow per share;

                 (xv)    Reserve value or reserve value per share;

                 (xvi)   Net asset value or net asset value per share;

                 (xvii)  Production volumes;

                 (xviii) Reserve addition; and

                 (xix)   Finding and development costs.

measured in each case for the Performance Period (aa) for the Company on a
consolidated basis, (bb) for any one or more Affiliates or divisions of the
Company, where appropriate, and/or (cc) for any other business unit or units of
the Company or any Affiliate, where appropriate, as defined by the Committee at
the time of selection; provided that it shall only be appropriate to measure net
earnings per Share and market price per Share on a consolidated basis.

            (r)  "Performance Period" shall mean, in relation to Performance
Shares or Performance Units, any period for which a Performance Goal or Goals
have been established; provided, however, that such period shall not be less
than one year.

            (s)  "Performance Share" shall mean any right granted under Section
6(e) of the Plan that will be paid out in cash, as a Share (which, in specified
circumstances, may be a Share of Restricted Stock) or as a Restricted Stock
Unit, which right is contingent on the achievement of one or more Performance
Goals during a specified Performance Period.

            (t)  "Performance Unit" shall mean any right granted under Section
6(e) of the Plan to receive a designated dollar value amount in cash, Shares
(which, in specified circumstances, may be a designated dollar value amount of
Shares of Restricted Stock) or Restricted Stock Units, which right is contingent
on the achievement of one or more Performance Goals during a specified
Performance Period.

                                       -3-

<PAGE>

            (u)  "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

            (v)  "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed, or been
waived.

            (w)  "Restricted Securities" shall mean Awards of Restricted Stock
or other Awards under which issued and outstanding Shares are held subject to
certain restrictions.

            (x)  "Restricted Stock" shall mean any Share granted under Section
6(c) of the Plan or, in specified circumstances, a Share paid in connection with
another Award, with such Share subject to risk of forfeiture and restrictions on
transfer or other restrictions that will lapse upon the achievement of one or
more goals relating to completion of service by the Key Employee or Non-Employee
Director or the achievement of performance or other objectives, as determined by
the Committee.

            (y)  "Restricted Stock Unit" shall mean any right to receive Shares
in the future granted under Section 6(d) of the Plan or paid in connection with
another Award, with such right subject to risk of forfeiture and restrictions on
transfer or other restrictions that will lapse upon the achievement of one or
more goals relating to completion of service by the Key Employee or Non-Employee
Director or the achievement of performance or other objectives, as determined by
the Committee.

            (z)  "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation thereto.

            (aa) "Shares" shall mean shares of common stock of the Company,
$.001 par value, and such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(b) of the Plan.

            (bb) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

Section 3.  Administration

            The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions of
the Committee as specified in the Plan shall be exercised by a committee
consisting of those members of the Board of Directors of the Company who qualify
as "non-employee directors" under Rule 16b-3 and as "outside directors" under
Section 162(m)(4)(C) of the Code. To the extent permitted by applicable law, the
Committee may delegate to one or more executive officers of the Company any or
all of the authority and responsibility of the Committee with respect to the
Plan, other than with respect to Persons who are subject to Section 16 of the
Exchange Act. To the extent the Committee has so delegated to one or more
executive officers the authority and responsibility of the Committee, all
references to the Committee herein shall include such officer or officers.

                                       -4-

<PAGE>

            Subject to the terms of the Plan and without limitation by reason of
enumeration, the Committee shall have full discretionary power and authority to:
(i) designate Participating Key Employees and select Non-Employee Directors to
be participants under the Plan; (ii) determine the type or types of Awards to be
granted to each Participating Key Employee and Non-Employee Director under the
Plan; (iii) determine the number of Shares to be covered by (or with respect to
which payments, rights, or other matters are to be calculated in connection
with) Awards granted to Participating Key Employees or Non-Employee Directors;
(iv) determine the terms and conditions of any Award granted to a Participating
Key Employee or Non-Employee Director (provided, however, that the exercise
price of any Option shall not be less than 100% of the Fair Market Value of a
Share on the date of grant of such Option); (v) determine whether, to what
extent, and under what circumstances Awards granted to Participating Key
Employees or Non-Employee Directors may be settled or exercised in cash, Shares,
other securities, other Awards, or other property, and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, Shares,
other Awards, and other amounts payable with respect to an Award granted to
Participating Key Employees of Non-Employee Directors under the Plan shall be
deferred either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan (including, without
limitation, any Award Agreement); (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and binding
upon all Persons, including the Company, any Affiliate, any Participating Key
Employee, any Non-Employee Director, any holder or beneficiary of any Award, any
stockholder, and any employee of the Company or of any Affiliate.

Section 4.  Shares Available for Award

            (a)  Shares Available. Subject to adjustment as provided in
Section4(b):

                 (i)     Number of Shares Available. The number of Shares with
     respect to which Awards may be granted under the Plan shall be 2,000,000
     Shares. If, after the effective date of the Plan, any Shares covered by an
     Award granted under the Plan, or to which any Award relates, are forfeited
     or if an Award otherwise terminates, expires or is cancelled prior to the
     delivery of all of the Shares or of other consideration issuable or payable
     pursuant to such Award, then the number of Shares counted against the
     number of Shares available under the Plan in connection with the grant of
     such Award, to the extent of any such forfeiture, termination, expiration
     or cancellation, shall again be available for granting of additional Awards
     under the Plan.

                 (ii)    Limitations on Awards to Individual Participants. No
     Participating Key Employee shall be granted, during any calendar year,
     Options for more than 300,000 Shares, Stock Appreciation Rights with
     respect to more than 300,000 Shares, more than 150,000 Shares of Restricted
     Stock, more than 150,000 Restricted Stock Units, more than 150,000
     Performance Shares nor more than 150,000 Performance Units under the Plan.
     In all cases, determinations under this Section 4(a)(ii) shall be made in a
     manner that is

                                       -5-

<PAGE>

     consistent with the exemption for performance-based compensation provided
     by Section 162(m) of the Code and any regulations promulgated thereunder.

                 (iii)   Accounting for Awards. The number of Shares covered by
     an Award under the Plan, or to which such Award relates, shall be counted
     on the date of grant of such Award against the number of Shares available
     for granting Awards under the Plan.

                 (iv)    Sources of Shares Deliverable Under Awards. Any Shares
     delivered pursuant to an Award may consist, in whole or in part, of
     authorized and unissued Shares or of treasury Shares.

            (b)  Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate, then the Committee may, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares subject to the Plan and
which thereafter may be made the subject of Awards under the Plan, (ii) the
number and type of Shares subject to the individual participant limits of
Section 4(a)(ii), (iii) the number and type of Shares subject to outstanding
Awards, and (iv) the grant, purchase, or exercise price with respect to any
Award to reflect such transaction or event; or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award in exchange
for cancellation of such Award or in lieu of any or all of the foregoing
adjustments; provided, however, in each case, that with respect to Awards of
Incentive Stock Options no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b) of the Code;
and provided further that the number of Shares subject to any Award payable or
denominated in Shares shall always be a whole number.

Section 5.  Eligibility

            The Committee may designate any Key Employee as a Participating Key
Employee. All Non-Employee Directors shall be eligible to receive, at the
discretion of the Committee, Awards of Non-Qualified Stock Options pursuant to
Section 6(a), Restricted Stock pursuant to Section 6(c) and Restricted Stock
Units pursuant to Section 6(d).

Section 6.  Awards

            (a)  Option Awards. The Committee may grant Options to Key Employees
and Non-Employee Directors with the terms and conditions as set forth below and
with such additional terms and conditions, in either case not inconsistent with
the provisions of the Plan, as the Committee shall determine.

                 (i)     Type of Option. The Committee shall determine whether
     an Option granted to a Participating Key Employee is to be an Incentive
     Stock Option or Non-Qualified Stock Option; provided, however, that
     Incentive Stock Options may be granted only to Key Employees of the
     Company, a parent corporation (within the meaning of Code Section

                                       -6-

<PAGE>

     424(e)) or a subsidiary corporation (within the meaning of Code Section
     424(f)). All Options granted to Non-Employee Directors shall be
     Non-Qualified Stock Options.

                 (ii)    Exercise Price. The exercise price per Share of an
     Option granted pursuant to this Section6(a) shall be determined by the
     Committee; provided, however, that such exercise price shall not be less
     than 100% of the Fair Market Value of a Share on the date of grant of such
     Option.

                 (iii)   Option Term. The term of each Option shall be fixed by
     the Committee; provided, however, that in no event shall the term of any
     Option exceed a period of ten years from the date of its grant.

                 (iv)    Exercisability and Method of Exercise. An Option shall
     become exercisable in such manner and within such period or periods and in
     such installments or otherwise as shall be determined by the Committee;
     provided, however, that no Option may vest and become exercisable within a
     period that is less than one year from the date of grant of such Option
     (subject to acceleration of vesting, to the extent permitted by the
     Committee, in the event of the Participating Key Employee's or Non-Employee
     Director's death, disability, retirement or involuntary termination or in
     the event of a change in control of the Company (as defined by the
     Committee)). The Committee also shall determine the method or methods by
     which, and the form or forms, including, without limitation, cash, Shares,
     other securities, other Awards, or other property, or any combination
     thereof, having a Fair Market Value on the exercise date equal to the
     relevant exercise price, in which payment of the exercise price with
     respect to any Option may be made or deemed to have been made.

                 (v)     Incentive Stock Options. The terms of any Incentive
     Stock Option granted to a Key Employee under the Plan shall comply in all
     respects with the provisions of Section 422 of the Code and any regulations
     promulgated thereunder. Notwithstanding any provision in the Plan to the
     contrary, no Incentive Stock Option may be granted hereunder after the
     tenth anniversary of the adoption of the Plan by the Board of Directors.

            (b)  Stock Appreciation Rights. The Committee may grant Stock
Appreciation Rights to Key Employees. Non-Employee Directors are not eligible to
be granted Stock Appreciation Rights under the Plan. Subject to the terms of the
Plan and any applicable Award Agreement, a Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive, upon
exercise thereof, the excess of (i) the Fair Market Value of one Share on the
date of exercise over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which shall not be less than 100% of the Fair Market
Value of one Share on the date of grant of the Stock Appreciation Right. Subject
to the terms of the Plan, the grant price, term, methods of exercise, methods of
settlement (including whether the Participating Key Employee will be paid in
cash, Shares, other securities, other Awards, or other property, or any
combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

                                       -7-

<PAGE>

            (c)  Restricted Stock Awards.

                 (i)     Issuance. The Committee may grant Awards of Restricted
     Stock to Key Employees and Non-Employee Directors.

                 (ii)    Restrictions. Shares of Restricted Stock granted to
     Participating Key Employees and Non-Employee Directors shall be subject to
     such restrictions as the Committee may impose (including, without
     limitation, any limitation on the right to vote a Share of Restricted Stock
     or the right to receive any dividend or other right or property), which
     restrictions may lapse separately or in combination at such time or times,
     in such installments or otherwise, as the Committee may deem appropriate.

                 (iii)   Registration. Any Restricted Stock granted under the
     Plan to a Participating Key Employee or Non-Employee Director may be
     evidenced in such manner as the Committee may deem appropriate, including,
     without limitation, book-entry registration or issuance of a stock
     certificate or certificates. In the event any stock certificate is issued
     in respect of Shares of Restricted Stock granted under the Plan to a
     Participating Key Employee or Non-Employee Director, such certificate shall
     be registered in the name of the Participating Key Employee or Non-Employee
     Director and shall bear an appropriate legend (as determined by the
     Committee) referring to the terms, conditions, and restrictions applicable
     to such Restricted Stock.

                 (iv)    Payment of Restricted Stock. At the end of the
     applicable restriction period relating to Restricted Stock granted to a
     Participating Key Employee or Non-Employee Director, one or more stock
     certificates for the appropriate number of Shares, free of restrictions
     imposed under the Plan, shall be delivered to the Participating Key
     Employee or Non-Employee Director, or, if the Participating Key Employee or
     Non-Employee Director received stock certificates representing the
     Restricted Stock at the time of grant, the legends placed on such
     certificates shall be removed.

                 (v)     Forfeiture. Except as otherwise determined by the
     Committee, upon termination of employment of a Participating Key Employee
     or service as a director of a Non-Employee Director (as determined under
     criteria established by the Committee) for any reason during the applicable
     restriction period, all Shares of Restricted Stock still subject to
     restriction shall be forfeited by the Participating Key Employee or
     Non-Employee Director; provided, however, that the Committee may, when it
     finds that a waiver would be in the best interests of the Company, waive in
     whole or in part any or all remaining restrictions with respect to Shares
     of Restricted Stock held by a Participating Key Employee or Non-Employee
     Director.

                 (vi)    Minimum Period of Service. If the right to become
     vested in a Restricted Stock Award granted under this Section 6(c) is
     conditioned on the completion of a specified period of service with the
     Company or its Affiliates, without achievement of Performance Goals or
     other performance objectives being required as a condition of vesting, and
     without it being granted in lieu of other compensation, then the required
     period of service for vesting shall be not less than three years (subject
     to acceleration of vesting, to the extent permitted by the Committee, in
     the event of the Participating Key Employee's or Non-

                                       -8-

<PAGE>

     Employee Director's death, disability, retirement or involuntary
     termination or in the event of a change in control of the Company (as
     defined by the Committee)).

            (d)  Restricted Stock Units.

                 (i)     Issuance. The Committee may grant Awards of Restricted
     Stock Units to Key Employees or Non-Employee Directors.

                 (ii)    Restrictions. Restricted Stock Units granted to
     Participating Key Employees or Non-Employee Directors shall be subject to
     such restrictions as the Committee may impose, which restrictions may lapse
     separately or in combination at such time or times, in such installments or
     otherwise, as the Committee may deem appropriate.

                 (iii)   Payment of Shares. At the end of the applicable
     restriction period relating to Restricted Stock Units granted to a
     Participating Key Employee or Non-Employee Director, one or more stock
     certificates for the number of Shares equal to the corresponding number of
     Restricted Stock Units, free of restrictions imposed under the Plan, shall
     be delivered to the Participating Key Employee or Non-Employee Director.

                 (iv)    Forfeiture. Except as otherwise determined by the
     Committee, upon termination of employment of a Participating Key Employee
     or service as a director of a Non-Employee Director (as determined under
     criteria established by the Committee) for any reason during the applicable
     restriction period, all unvested Restricted Stock Units shall be forfeited
     by the Participating Key Employee or Non-Employee Director; provided,
     however, that the Committee may, when it finds that a waiver would be in
     the best interests of the Company, waive in whole or in part any or all
     remaining restrictions with respect to Restricted Stock Units held by a
     Participating Key Employee or Non-Employee Director.

                 (v)     Minimum Period of Service. If the right to become
     vested in a Restricted Stock Unit Award granted under this Section 6(d) is
     conditioned on the completion of a specified period of service with the
     Company or its Affiliates, without achievement of Performance Goals or
     other performance objectives being required as a condition of vesting, and
     without it being granted in lieu of other compensation, then the required
     period of service for vesting shall be not less than three years (subject
     to acceleration of vesting, to the extent permitted by the Committee, in
     the event of the Participating Key Employee's or Non-Employee Director's
     death, disability, retirement or involuntary termination or in the event of
     a change in control of the Company (as defined by the Committee)).

            (e)  Performance Shares and Performance Units.

                 (i)     Issuance. The Committee may grant Awards of Performance
     Shares and/or Performance Units to Key Employees. Non-Employee Directors
     are not eligible to be granted Performance Shares or Performance Units
     under the Plan.

                 (ii)    Performance Goals and Other Terms. The Committee shall
     determine the Performance Period, the Performance Goal or Goals (and the
     performance level or levels related thereto) to be achieved during any
     Performance Period, the proportion

                                       -9-

<PAGE>

     of payments, if any, to be made for performance between the minimum and
     full performance levels for any Performance Goal and, if applicable, the
     relative percentage weighting given to each of the selected Performance
     Goals. The Committee shall also determine the restrictions applicable to
     Shares of Restricted Stock or Restricted Stock Units received upon payment
     of Performance Shares or Performance Units if Performance Shares or
     Performance Units are paid in such manner, and any other terms, conditions
     and rights relating to a grant of Performance Shares or Performance Units.
     The Committee shall have sole discretion to choose among the selected
     Performance Goals set forth in Section2(q). Subject to stockholder
     approval, to the extent required to qualify the Award for the
     performance-based exemption provided by Section 162(m) of the Code, the
     Committee shall have sole discretion to choose Performance Goals in
     addition to those set forth in Section 2(q). Notwithstanding the foregoing,
     in the event the Committee determines it is advisable to grant Performance
     Shares or Performance Units which do not qualify for the performance-based
     exemption under Section 162(m) of the Code, the Committee may make such
     grants without satisfying the requirements thereof.

                 (iii)   No Voting Rights. Participating Key Employees shall
     have no voting rights with respect to Performance Shares or Shares
     underlying Performance Units held by them during the applicable Performance
     Period.

                 (iv)    Payment. As soon as is reasonably practicable following
     the end of the applicable Performance Period, and subject to the Committee
     certifying in writing as to the satisfaction of the requisite Performance
     Goal or Goals if such certification is required in order to qualify the
     Award for the performance-based exemption provided by Section 162(m) of the
     Code, payment of earned Performance Shares and/or Performance Units shall
     be made. The Committee, in its sole discretion, may pay earned Performance
     Shares and Performance Units in the form of cash, Shares (which may be
     Shares of Restricted Stock), Restricted Stock Units or a combination of
     cash, Shares (which may be Shares of Restricted Stock) and/or Restricted
     Stock Units, which have an aggregate Fair Market Value equal to the value
     of the earned Performance Shares and Shares underlying earned Performance
     Units at the close of the applicable Performance Period. Any Shares of
     Restricted Stock payable in connection with Performance Shares or
     Performance Units shall, pending the expiration, lapse, or waiver of the
     applicable restrictions, be evidenced in the manner as set forth in
     Section6(c)(iii) hereof.

            (f)  General.

                 (i)     No Consideration for Awards. Awards shall be granted to
     Participating Key Employees and Non-Employee Directors for no cash
     consideration unless otherwise determined by the Committee.

                 (ii)    Award Agreements. Each Award granted under the Plan
     shall be evidenced by an Award Agreement in such form (consistent with the
     terms of the Plan) as shall have been approved by the Committee.

                 (iii)   Awards May Be Granted Separately or Together. Awards to
     Participating Key Employees under the Plan may be granted either alone or
     in addition to, in tandem with, or in substitution for any other Award or
     any award granted under any other plan of the Company or any Affiliate.
     Awards granted in addition to or in tandem with other Awards, or in
     addition to or in tandem with awards granted under any other plan of the

                                      -10-

<PAGE>

     Company or any Affiliate, may be granted either at the same time as or at a
     different time from the grant of such other Awards or awards.

                 (iv)    Forms of Payment Under Awards. Subject to the terms of
     the Plan and of any applicable Award Agreement, payments or transfers to be
     made by the Company or an Affiliate upon the grant, exercise, or payment of
     an Award to a Participating Key Employee or Non-Employee Director may be
     made in such form or forms as the Committee shall determine, and may be
     made in a single payment or transfer, in installments, or on a deferred
     basis, in each case in accordance with rules and procedures established by
     the Committee. Such rules and procedures may include, without limitation,
     provisions for the payment or crediting of interest on installment or
     deferred payments.

                 (v)     Limits on Transfer of Awards. Except as otherwise
     provided by the Committee, no Award (other than Released Securities), and
     no right under any such Award, shall be assignable, alienable, saleable, or
     transferable by a Participating Key Employee or Non-Employee Director
     otherwise than by will or by the laws of descent and distribution (or, in
     the case of an Award of Restricted Securities, to the Company); provided,
     however, that a Participating Key Employee or Non-Employee Director at the
     discretion of the Committee may be entitled, in the manner established by
     the Committee, to designate a beneficiary or beneficiaries to exercise his
     or her rights, and to receive any property distributable, with respect to
     any Award upon the death of the Participating Key Employee or Non-Employee
     Director, as the case may be. Each Award, and each right under any Award,
     shall be exercisable, during the lifetime of the Participating Key Employee
     or Non-Employee Director, only by such individual or, if permissible under
     applicable law, by such individual's guardian or legal representative.
     Except as otherwise provided by the Committee, no Award (other than
     Released Securities), and no right under any such Award, may be pledged,
     alienated, attached, or otherwise encumbered, and any purported pledge,
     alienation, attachment, or encumbrance thereof shall be void and
     unenforceable against the Company or any Affiliate.

                 (vi)    Term of Awards. Except as otherwise provided in the
     Plan, the term of each Award shall be for such period as may be determined
     by the Committee.

                 (vii)   Share Certificates; Representation. In addition to the
     restrictions imposed pursuant to Section6(c)and Section6(e) hereof, all
     certificates for Shares delivered under the Plan pursuant to any Award or
     the exercise thereof shall be subject to such stop transfer orders and
     other restrictions as the Committee may deem advisable under the Plan or
     the rules, regulations, and other requirements of the Commission, any stock
     exchange or other market upon which such Shares are then listed or traded,
     and any applicable federal or state securities laws, and the Committee may
     cause a legend or legends to be put on any such certificates to make
     appropriate reference to such restrictions. The Committee may require each
     Participating Key Employee, Non-Employee Director or other Person who
     acquires Shares under the Plan by means of an Award originally made to a
     Participating Key Employee or Non-Employee Director to represent to the
     Company in writing that such Participating Key Employee, Non-Employee
     Director or other Person is acquiring the Shares without a view to the
     distribution thereof.

                                      -11-

<PAGE>

            (g)  Dividend Equivalents. In addition to Awards granted under the
Plan, the Committee may grant Dividend Equivalents to Participating Key
Employees and Non-Employee Directors, entitling the Participating Key Employees
and Non-Employee Directors to receive cash equal to cash dividends paid with
respect to a specified number of Shares. Dividend Equivalents may only be
granted in connection with an Award granted to the Participating Key Employee or
Non-Employee Director under the Plan. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in such investment vehicles as determined by the Committee,
subject to such restrictions and risks of forfeiture as the Committee may
impose.

            (h)  No Repricing of Options. Except adjustments made pursuant to
Section 4(b) or adjustments made with prior approval of the Company's
stockholders, the Committee shall not have the authority to effect (i) the
repricing of any outstanding Options under the Plan or (ii) the modification of
an Option or entering into a transaction or series of transactions which
modification or transaction(s) would be deemed to constitute a repricing of an
Option pursuant to Financial Accounting Standards Board Interpretation No. 44,
Accounting for Certain Transactions Involving Stock Compensation, March 2000, as
amended or supplemented from time to time. The provisions of this Section6(h)
cannot be amended unless the amendment is approved by the Company's
stockholders.

Section 7.  Amendment and Termination of the Plan; Correction of Defects and
            Omissions

            (a)  Amendments to and Termination of the Plan. Except as otherwise
provided herein, the Board of Directors of the Company may at any time amend,
alter, suspend, discontinue, or terminate the Plan; provided, however, that
stockholder approval of any amendment of the Plan shall also be obtained (i) if
such amendment (A) increases the number of Shares with respect to which Awards
may be granted under the Plan (other than increases related to adjustments made
as provided in Section4(b) hereof), (B) expands the class of persons eligible to
participate under the Plan or (C) otherwise increases in any material respect
the benefits payable under the Plan; or (ii) if otherwise required by (A) the
Code or any rules promulgated thereunder (in order to allow for Incentive Stock
Options to be granted under the Plan), or (B) the listing requirements of the
New York Stock Exchange or any principal securities exchange or market on which
the Shares are then traded (in order to maintain the listing of the Shares
thereon). Termination of the Plan shall not affect the rights of Participating
Key Employees or Non-Employee Directors with respect to Awards previously
granted to them, and all unexpired Awards shall continue in force and effect
after termination of the Plan except as they may lapse or be terminated by their
own terms and conditions.

            (b)  Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Award Agreement in the manner and to
the extent it shall deem desirable to carry the Plan into effect.

Section 8.  General Provisions

            (a)  No Rights to Awards. No Key Employee, Participating Key
Employee, Non-Employee Director or other Person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees, Non-Employee Directors
or holders or beneficiaries of Awards under the Plan. The

                                      -12-

<PAGE>

terms and conditions of Awards need not be the same with respect to each
Participating Key Employee or Non-Employee Director.

            (b)  Withholding. No later than the date as of which tax withholding
is first required with respect to any Award under the Plan, the Participating
Key Employee shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Committee, withholding obligations arising with
respect to Awards to Participating Key Employees under the Plan may be settled
with Shares (other than Restricted Securities), including Shares that are part
of, or are received upon exercise of, the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any Affiliate
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participating Key Employee. The Committee
may establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

            (c)  No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

            (d)  Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the right to
be retained in the employ of the Company or any Affiliate. Further, the Company
or any Affiliate may at any time dismiss a Participating Key Employee from
employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement. The grant of
an Award to a Non-Employee Director pursuant to Section 6(a) of the Plan shall
confer no right on such Non-Employee Director to continue as a director of the
Company or any Affiliate. Except for rights accorded under the Plan and under
any applicable Award Agreement, Participating Key Employees and Non-Employee
Directors shall have no rights as holders of Shares as a result of the granting
of Awards hereunder.

            (e)  No Compensation for Benefit Plans. No Award payable under this
Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company or any
Affiliate for the benefit of its employees or directors unless the Company or
appropriate Affiliate shall determine otherwise.

            (f)  Approval of Material Terms of Performance Goals.
Notwithstanding anything herein to the contrary, if so determined by the Board
of Directors, the Plan provisions specifying the material terms of the Plan's
performance goals (within the meaning of Code Section 162(m)) shall be submitted
to the stockholders of the Company for re-approval no later than the first
stockholder meeting that occurs in the fifth year following the year in which
stockholders previously approved such Plan provisions.

            (g)  Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company

                                      -13-

<PAGE>

and any Participating Key Employee, Non-Employee Director or other Person. To
the extent any Person holds any right by virtue of a grant under the Plan, such
right (unless otherwise determined by the Committee) shall be no greater than
the right of a general unsecured creditor of the Company.

            (h)  Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the internal laws of the State of Delaware, without reference to
conflict of law principles thereof, and applicable federal law.

            (i)  Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan, any Award Agreement or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, any Award Agreement or the Award, such provision shall be stricken
as to such jurisdiction, Person, or Award, and the remainder of the Plan, any
such Award Agreement and any such Award shall remain in full force and effect.

            (j)  No Fractional Shares. No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Award Agreement or any
Award, and the Committee shall determine (except as otherwise provided in the
Plan) whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or other securities, or whether
such fractional Shares or other securities or any rights thereto shall be
canceled, terminated, or otherwise eliminated.

            (k)  Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

Section 9.  Effective Date of the Plan

            The Plan shall be effective on the day immediately following its
approval by the sole stockholder of the Company provided that such approval is
obtained within twelve months following the date of adoption of the Plan by the
Board of Directors of the Company.

                                      -14-