<PAGE>   1
                                                                     EXHIBIT 4.3

                             DELHAIZE AMERICA, INC.

                        AMENDED 2000 STOCK INCENTIVE PLAN

                      (AS AMENDED EFFECTIVE APRIL 25, 2001)


<PAGE>   2

                             DELHAIZE AMERICA, INC.

                        AMENDED 2000 STOCK INCENTIVE PLAN

1.   Purpose.

         The purpose of this Plan is to provide an incentive to the employees,
individuals who have accepted an offer of employment, officers, consultants and
eligible directors of Delhaize America, Inc., a North Carolina corporation (the
"Company"), its Subsidiaries and its Parent and thereby encourage them to devote
their abilities and industry to the success of the Company's business
enterprise. It is intended that this purpose be achieved by extending to
employees, individuals who have accepted an offer of employment, officers,
consultants and directors of the Company, its Subsidiaries, or its Parent an
added long-term incentive for high levels of performance and unusual efforts
through the grant of Incentive Stock Options, Nonqualified Stock Options and
Restricted Stock (as each term is herein defined). Effective as of April 25,
2001 (the "Amendment Date") all Shares that may be issued under the Plan both
with respect to future and currently outstanding Options and Awards shall be
converted to American Depositary Shares of the Company's Parent as evidenced by
American Depositary Receipts; provided that Incentive Stock Options granted
after the Amendment Date shall be automatically converted to Nonqualified Stock
Options if the Parent's shareholders have not approved the Plan within one year
of the Amendment Date.

2.   Definitions.

         For purposes of the Plan:

     2.1. "Agreement" means the written agreement between the Company and an
Optionee or Grantee evidencing the grant of an Option or Award and setting forth
the terms and conditions thereof.

     2.2. "Award" means a grant of Restricted Stock.

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

     2.4. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind of
shares or other securities of the Parent or another corporation, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
reincorporation, spin-off, split-up, issuance of warrants or rights or
debentures, stock dividend, stock split or reverse stock split, cash dividend,
property dividend, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise.


<PAGE>   3

     2.5. "Code" means the Internal Revenue Code of 1986, as amended.

     2.6. "Committee" means the Board or a committee authorized by the Board
from time to time to administer the Plan and to perform the functions set forth
herein.

     2.7. "Company" means Delhaize America, Inc.

     2.8. "Director" means a director of the Company.

     2.9. "Disability" means:

           (a) in the case of an Optionee or Grantee whose employment with the
        Company or a Subsidiary is subject to the terms of an employment
        agreement between such Optionee or Grantee and the Company or
        Subsidiary, which employment agreement includes a definition of
        "Disability," the term "Disability" as used in this Plan or any
        Agreement shall have the meaning set forth in such employment agreement
        during the period that such employment agreement remains in effect; and

           (b) in all other cases, the term "Disability" as used in this Plan or
        any Agreement shall mean a physical or mental infirmity which impairs
        the Optionee's or Grantee's ability to perform substantially his or her
        duties for a period of one hundred eighty (180) consecutive days.

     2.10. "Division" means any of the operating units or divisions of the
Company designated as a Division by the Committee.

     2.11. "EBITDA" means earnings before interest, taxes, depreciation and
amortization.

     2.12. "Eligible Director" means a director of the Company who is not an
employee of the Company or any Subsidiary.

     2.13. "Eligible Individual" means any director (other than an Eligible
Director), officer, employee of the Company, the Parent (or any subsidiary of
the Parent) or a Subsidiary, or any individual who has accepted an offer of
employment from the Company, the Parent (or any subsidiary of the Parent) or a
Subsidiary, or any consultant of the Company, the Parent (or any subsidiary of
the Parent) or a Subsidiary, designated by the Committee as eligible to receive
Options or Awards subject to the conditions set forth herein; provided, however,
that with respect to Incentive Stock Options, only employees of the Company, the
Parent and any Subsidiary shall be Eligible Individuals.

     2.14. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       2
<PAGE>   4

     2.15. "Fair Market Value" on any date means the closing sales price of the
Shares on such date on the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if such Shares are not so listed
or admitted to trading, the average of the per Share closing bid price and per
Share closing asked price on such date as quoted on the National Association of
Securities Dealers Automated Quotation System or such other market in which such
prices are regularly quoted, or, if there have been no published bid or asked
quotations with respect to Shares on such date, the Fair Market Value shall be
the value established by the Board in good faith and, in the case of an
Incentive Stock Option, in accordance with Section 422 of the Code.

     2.16. "Grantee" means a person to whom an Award has been granted under the
Plan.

     2.17. "Incentive Stock Option" means an Option satisfying the requirements
of Section 422 of the Code and designated by the Committee as an Incentive Stock
Option.

     2.18. "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

     2.19. "Option" means a Nonqualified Stock Option or an Incentive Stock
Option or either or both of them.

     2.20. "Optionee" means a person to whom an Option has been granted under
the Plan.

     2.21. "Parent" means any corporation that is a parent corporation (within
the meaning of Section 424(e) of the Code) with respect to the Company, and as
of the Amendment Date, specifically means Etablissements Delhaize Freres et Cie
"Le Lion" S.A., a company organized under the laws of the Kingdom of Belgium, or
any successor thereto.

     2.22. "Performance Cycle" means the time period specified by the Committee
at the time a performance-based Award is granted during which the performance of
the Company, a Subsidiary or a Division will be measured.

     2.23. "Performance Objectives" has the meaning set forth in Section 6.4(b)
hereof.

     2.24. "Plan" means the Delhaize America, Inc. Amended 2000 Stock Incentive
Plan, as amended and restated from time to time.

     2.25. "Reload Option" means an Option that may be granted when an Optionee
pays all or a portion of the purchase price and withholding taxes of an Option
with previously owned Shares.

                                       3
<PAGE>   5

     2.26. "Restricted Stock" means Shares issued or transferred to an Eligible
Individual or Eligible Director pursuant to Section 6 hereof.

     2.27. "Shares" means the American Depositary Shares of the Parent, as
evidenced by American Depositary Receipts.

     2.28. "Subsidiary" means any corporation that is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) with respect to the Company,
including any limited liability company that is disregarded for Federal tax
purposes or treated as a corporate subsidiary under the Code.

     2.29. "Ten-Percent Stockholder" means an Eligible Individual, who, at the
time an Incentive Stock Option is to be granted to him or her, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
or a Parent or a Subsidiary.

3.   Administration.

     3.1. The entire Board may comprise the Committee or the Board may delegate
administration of the Plan to a Committee or Committees designated by it. The
term "Committee" shall apply to any person or persons to whom such authority has
been delegated. Furthermore, unless one or more Committees have been designated
by the Board, any reference to the Committee in the Plan shall mean the Board.
If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and reassume the administration of the Plan.
No member of the Committee shall be liable for any action, failure to act,
determination or interpretation made in good faith with respect to this Plan or
any transaction hereunder, except for liability arising from his or her own
willful misfeasance, gross negligence or reckless disregard of his or her
duties. The Company hereby agrees to indemnify each member of the Committee for
all costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to,
negotiating for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any actions in
administering this Plan or in authorizing or denying authorization to any
transaction hereunder.

     3.2. Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time to:

                                       4
<PAGE>   6

           (a) determine those Eligible Individuals and Eligible Directors to
        whom Options shall be granted under the Plan and the number of such
        Options to be granted and to prescribe the terms and conditions (which
        need not be identical) of each such Option, including the purchase price
        per Share subject to each Option, and make any amendment or modification
        to any Option Agreement consistent with the terms of the Plan;

           (b) select those Eligible Individuals and Eligible Directors to whom
        Awards shall be granted under the Plan and determine the number of
        Shares to be granted pursuant thereto, determine the terms and
        conditions of each Award including the restrictions or Performance
        Objectives relating to Shares, and to make any amendment or modification
        to any Agreement consistent with the terms of the Plan;

           (c) construe and interpret the Plan, Options and Awards granted
        hereunder and to establish, amend and revoke rules and regulations for
        the administration of the Plan, including, but not limited to,
        correcting any defect or supplying any omission, or reconciling any
        inconsistency in the Plan or in any Agreement, in the manner and to the
        extent it shall deem necessary or advisable so that the Plan complies
        with applicable law the Code to the extent applicable, and otherwise to
        make the Plan fully effective. All decisions and determinations by the
        Committee in good faith in the exercise of this power shall be final,
        binding and conclusive upon the Company, its Subsidiaries, the Optionees
        and Grantees, and all other persons having any interest therein;

           (d) determine the duration and purposes for leaves of absence which
        may be granted to an Optionee or Grantee on an individual basis without
        constituting a termination of employment or service for purposes of the
        Plan;

           (e) exercise its discretion with respect to the powers and rights
        granted to it as set forth in the Plan;

           (f) except to the extent prohibited by applicable law or the
        applicable rules of a stock exchange, the Committee may allocate all or
        any part of its responsibilities and powers to any one or more of its
        members and may delegate all or any part of its responsibilities and
        powers to any person or persons selected by it, which allocation or
        delegation may be revoked by the Committee at any time; and

           (g) generally, to exercise such powers and to perform such acts as
        are deemed necessary or advisable to promote the best interests of the
        Company with respect to the Plan.

                                       5
<PAGE>   7

4.   Stock Subject to the Plan.

     4.1. An aggregate of 5,000,000 Shares may be issued pursuant to Incentive
Stock Options granted under this Plan, (i) minus, as of the Amendment Date, the
number of Shares that have been issued pursuant to Incentive Stock Options under
the Plan or are covered by outstanding Incentive Stock Options but that have not
been issued as of the Amendment Date, (ii) plus the number of Shares that are
covered by outstanding Options and Awards as of the Amendment Date and that are
forfeited or cancelled whether such Options or Awards were granted under this
Plan, the 1996 Employee Stock Incentive Plan of Food Lion, Inc. (the "1996
Plan"), or any of the stock incentive plans of Hannaford Bros. Co. prior to July
30, 2000 (the 1996 Plan and the plans of Hannaford Bros. Co. being referred to
hereafter as the "Prior Plans").

         In the event of a Change in Capitalization, the Board or Committee
shall conclusively determine the appropriate adjustments, if any, to (i) the
maximum number of Shares which may be granted pursuant to Incentive Stock
Options, (ii) the number of Shares or other stock or securities which are
subject to outstanding Options or Awards and the purchase price therefor, if
applicable, and (iii) the Performance Objectives.

         In connection with the grant of an Incentive Stock Option, the number
of Shares available for grant under the Plan that may be subject to Incentive
Stock Options shall be reduced by the number of Shares in respect of which the
Incentive Stock Option is granted.

     4.2. Whenever any portion of an Option granted under this Plan or the Prior
Plans is paid for with previously held Shares (by either actual delivery or
attestation), only the difference between (i) the number of Shares issued upon
exercise and (ii) the number of Shares transferred in payment of the purchase
price shall be counted for purposes of determining the maximum number of Shares
available for grant under Incentive Stock Options.

5.   Option Grants.

     5.1. Authority of Committee. Subject to the provisions of the Plan, the
Committee, or the persons to whom authority has been delegated under Paragraph
(f) of Section 3.2 hereof, shall have full and final authority to select those
Eligible Individuals and Eligible Directors who will receive Options, and the
terms and conditions that shall be set forth in the applicable Agreements. Some
terms and conditions that may, but are not required to be included are: a
provision allowing the issuance of a Reload Option and a provision providing
acceleration of exercisability under certain conditions as may be determined by
the Committee. Other terms and conditions not inconsistent with this Plan may be
included in Agreements in the discretion of the Committee.

     5.2. Purchase Price. The purchase price or the manner in which the purchase
price is to be determined for Shares under each Option shall be determined by
the Committee and set forth in the Agreement; provided, however, that the
purchase price per

                                       6
<PAGE>   8

Share under each Incentive Stock Option shall not be less than 100% of the Fair
Market Value of a Share on the date the Option is granted (110% in the case of
an Incentive Stock Option granted to a Ten-Percent Stockholder).

     5.3. Maximum Duration. Options granted hereunder shall be for such term as
the Committee shall determine, provided that an Incentive Stock Option shall not
be exercisable after the expiration of ten (10) years from the date it is
granted (five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder) and a Nonqualified Stock Option shall not be
exercisable after the expiration of ten (10) years from the date it is granted.
The Committee may, subsequent to the granting of any Option, extend the term
thereof, but in no event shall the term as so extended exceed the maximum term
provided for in the preceding sentence.

     5.4. Vesting. Each Option shall become exercisable in such installments
(which need not be equal) and at such times as may be designated by the
Committee and set forth in the Agreement. To the extent not exercised,
installments shall accumulate and be exercisable, in whole or in part, at any
time after becoming exercisable, but not later than the date the Option expires.
The Committee may accelerate the exercisability of any Option or portion thereof
at any time.

     5.5. Modification. No modification of an Option shall adversely alter or
impair any rights or obligations under the Option without the Optionee's
consent.

     5.6. Non-Transferability. Unless set forth in the Agreement evidencing the
Option (other than an Incentive Stock Option) at the time of grant or at any
time thereafter, an Option granted hereunder shall not be transferable by the
Optionee to whom granted except by will or the laws of descent and distribution
or pursuant to a domestic relations order, and an Option may be exercised during
the lifetime of such Optionee only by the Optionee or his or her guardian or
legal representative. The terms of such Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.

     5.7. Method of Exercise. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor and otherwise in accordance with
the Agreement pursuant to which the Option was granted. The purchase price for
any Shares purchased pursuant to the exercise of an Option shall be paid, as
determined by the Committee in its discretion, in either of the following forms
(or any combination thereof): (i) cash or (ii) the transfer or attestation of
Shares that have been held at least six months to the Company upon such terms
and conditions as determined by the Committee. In addition, Options may be
exercised through a registered broker-dealer pursuant to such cashless exercise
procedures (other than Share withholding) which are, from time to time, deemed
acceptable by the Committee, and the Committee may authorize that the purchase
price payable upon exercise of an Option may be paid by having Shares withheld
that otherwise

                                       7
<PAGE>   9

would be acquired upon such exercise. Any Shares transferred to the Company (or
withheld upon exercise) as payment of the purchase price under an Option shall
be valued at their Fair Market Value on the date of exercise of such Option. The
value of the number of Shares that may be withheld for the payment of taxes may
not be in excess of the minimum withholding requirements. At the Company's
request, the Optionee shall deliver the Agreement evidencing the Option to the
Secretary of the Company who shall endorse thereon a notation of such exercise
and return such Agreement to the Optionee. No fractional Shares (or cash in lieu
thereof) shall be issued upon exercise of an Option and the number of Shares
that may be purchased upon exercise shall be rounded to the nearest number of
whole Shares. The Committee, in its discretion, may also permit simultaneous
sale of Shares upon exercise through a broker-dealer.

     5.8. Rights of Optionees. An Optionee shall not be deemed for any purpose
to be the owner of any Shares subject to any Option unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall have issued and delivered Shares to the Optionee, and (iii) the Optionee's
name shall have been entered as a stockholder of record on the books of the
Parent. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such Shares, subject to such terms and
conditions as may be set forth in the applicable Agreement.

     5.9. Incentive Stock Options. An Option shall be treated as an Incentive
Stock Option only to the extent that the aggregate Fair Market Value (determined
at the time the Option is granted) of the Shares with respect to which all
Incentive Stock Options held by an Optionee (under the Plan and all other plans
of the Company or its Parent or any Subsidiary), become exercisable for the
first time during any calendar year does not exceed $100,000. This limitation
shall be applied by taking Options into account in the order in which they were
granted. To the extent this limitation is exceeded, an Option shall be treated
as a Nonqualified Stock Option regardless of its designation as an Incentive
Stock Option.

6.   Restricted Stock.

     6.1. Grant. The Committee may grant Awards to Eligible Individuals and
Eligible Directors, which shall be evidenced by an Agreement between the Company
and the Grantee. Each Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine and (without
limiting the generality of the foregoing) such Agreements may require that an
appropriate legend be placed on Share certificates. Awards shall be subject to
the terms and provisions set forth below in this Section 6.

     6.2. Rights of Grantee. Shares of Restricted Stock granted pursuant
hereunder shall be recorded in the name of the Grantee as soon as reasonably
practicable after the Award is granted provided that the Grantee has executed an
Agreement evidencing the Award and any other documents which the Committee may
require as a condition to the issuance of such Shares. If a Grantee shall fail
to execute the Agreement evidencing an

                                       8
<PAGE>   10

Award or any other documents which the Committee may require within the time
period prescribed by the Committee at the time the Award is granted, the Award
shall be null and void. Unless the Committee determines otherwise and as set
forth in the Agreement, the Grantee shall have no rights of a stockholder with
respect to such Shares, including no right to vote the Shares or receive
dividends or other distributions with respect to the Shares, until the
restrictions with respect to such Shares shall have lapsed in the manner set
forth in Section 6.4.

     6.3. Non-transferability. Until all restrictions upon the Shares of
Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth
in Section 6.4, such Shares shall not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated, nor shall they be
delivered to the Grantee.

     6.4. Lapse of Restrictions.

           (a) Generally. Restrictions upon Shares of Restricted Stock awarded
        hereunder shall lapse at such time or times and on such terms and
        conditions as the Committee may determine. The Agreement evidencing the
        Award shall set forth any such restrictions. The Board may accelerate
        the lapse of all or a portion of the restrictions on an Award at any
        time.

           (b) Performance Objectives. If the Committee has determined that the
        restrictions on Shares of Restricted Stock awarded shall only lapse in
        accordance with Performance Objectives, the Performance Objectives may
        be expressed in terms of (i) earnings per Share, (ii) Share price, (iii)
        pre-tax profits, (iv) net earnings, (v) return on equity or assets, (vi)
        revenues, (vii) EBITDA, (viii) market share or market penetration or
        (ix) any combination of the foregoing. Performance Objectives may be in
        respect of the performance of the Parent, the Company and its
        Subsidiaries (which may be on a consolidated basis), a Subsidiary or a
        Division. Performance Objectives may be absolute or relative and may be
        expressed in terms of a progression within a specified range. The
        Performance Objectives with respect to a Performance Cycle shall be
        established in writing by the Committee by the earlier of (i) the date
        on which a quarter of the Performance Cycle has elapsed or (ii) the date
        which is ninety (90) days after the commencement of the Performance
        Cycle, and in any event while the performance relating to the
        Performance Objectives remain substantially uncertain. At the time of
        grant of a performance-base Award, the Committee may provide for the
        manner in which the Performance Objectives will be measured to reflect
        the impact of specified corporate transactions, extraordinary events,
        accounting changes and other similar events.

     6.5. Delivery of Shares. Upon the lapse of the restrictions on Shares of
Restricted Stock, the Committee shall cause a stock certificate to be delivered
to the Grantee with respect to such Shares, free of all restrictions hereunder.

                                       9
<PAGE>   11

7.   Effect of a Termination of Employment.

         The Agreement evidencing the grant of each Option and each Award shall
set forth the terms and conditions applicable to such Option or Award upon a
termination or change in the status of the employment of the Optionee or Grantee
by the Company, the Parent, a Subsidiary or a Division which shall be as the
Committee may, in its discretion, determine at the time the Option or Award is
granted or thereafter.

8.   Adjustment Upon Changes in Capitalization.

     8.1. Adjustments to Incentive Stock Options. Any adjustment that may be
made pursuant to Section 4.1 hereof in the Shares or other stock or securities
subject to outstanding Incentive Stock Options upon a Change in Capitalization,
(including any adjustments in the purchase price) shall be made in such manner
as not to constitute a modification as defined by Section 424(h)(3) of the Code
and only to the extent otherwise permitted by Sections 422 and 424 of the Code.

     8.2. Terms of Adjusted Options and Awards. If, by reason of a Change in
Capitalization, a Grantee of an Award shall be entitled to, or an Optionee shall
be entitled to exercise an Option with respect to, new, additional or different
shares of stock or securities, such new, additional or different shares shall
thereupon be subject to all of the conditions, restrictions and performance
criteria which were applicable to the Shares subject to the Award or Option, as
the case may be, prior to such Change in Capitalization.

9.   Effect of Certain Transactions.

         Except as otherwise provided in an Agreement, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the Company (a "Transaction"), the Plan and the Options and Awards issued
hereunder shall continue in effect in accordance with their respective terms,
except that following a Transaction each Optionee and Grantee shall be entitled
to receive in respect of each Share subject to any outstanding Options or
Awards, as the case may be, upon exercise of any Option or payment or transfer
in respect of any Award, the same number and kind of stock, securities, cash,
property or other consideration that each holder of a Share was entitled to
receive in the Transaction in respect of a Share; provided, however, that such
stock, securities, cash, property or other consideration shall remain subject to
all of the conditions, restrictions and performance criteria which were
applicable to the Options and Awards prior to such Transaction.

10.  Termination and Amendment of the Plan.

         The Plan shall terminate on the day preceding the tenth anniversary of
the date of its adoption by the Board and no Option or Award may be granted
thereafter. The Board may sooner terminate the Plan, may at any time and from
time to time amend,

                                       10
<PAGE>   12

modify or suspend the Plan, and may amend or modify an outstanding Option or
Award; provided, however, that: (a) no such amendment, modification, suspension
or termination shall impair or adversely alter any Options or Awards theretofore
granted under the Plan, except with the consent of the Optionee or Grantee, nor
shall any amendment, modification, suspension or termination deprive any
Optionee or Grantee of any Shares which he or she may have acquired through or
as a result of the Plan; and (b) to the extent necessary under applicable law,
no amendment shall be effective unless approved by the stockholders of the
Parent in accordance with applicable law.

11.  Non-Exclusivity of the Plan.

         The adoption of the Plan by the Board shall not be construed as
amending, modifying or rescinding any previously approved incentive arrangement
or as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.

12.  Limitation of Liability.

         As illustrative of the limitations of liability of the Company, but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:

                    (i) give any person any right to be granted an Option or
               Award other than at the sole discretion of the Committee;


                    (ii) give any person any rights whatsoever with respect to
               Shares except as specifically provided in the Plan;

                    (iii) limit in any way the right of the Company or any
               Subsidiary to terminate the employment of any person at any time;
               or

                    (iv) be evidence of any agreement or understanding,
               expressed or implied, that the Company will employ any person at
               any particular rate of compensation or for any particular period
               of time.

13.  Regulations and Other Approvals; Governing Law.

     13.1. Except as to matters of United States federal law, the Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of North Carolina without giving effect to
conflicts of laws principles thereof.

                                       11
<PAGE>   13

     13.2. The obligation of the Company to sell or deliver Shares with respect
to Options and Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

     13.3. The Board may make such changes as may be necessary or appropriate to
comply with the rules and regulations of any government authority, or to obtain
for Eligible Individuals granted Incentive Stock Options the tax benefits under
the applicable provisions of the Code and regulations promulgated thereunder.

     13.4. Each Option and Award is subject to the requirement that, if at any
time the Committee determines, in its discretion, that the listing, registration
or qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the grant of an Option or Award or the
issuance of Shares, no Options or Awards shall be granted or payment made or
Shares issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions as
acceptable to the Committee.

     13.5. Notwithstanding anything contained in the Plan or any Agreement to
the contrary, in the event that the disposition of Shares acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and is not otherwise
exempt from such registration, such Shares shall be restricted against transfer
to the extent required by the Securities Act and Rule 144 or other regulations
thereunder. The Committee may require any individual receiving Shares pursuant
to an Option or Award granted under the Plan, as a condition precedent to
receipt of such Shares, to represent and warrant to the Company in writing that
the Shares acquired by such individual are acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under said Act or pursuant to an exemption
applicable under the Securities Act or the rules and regulations promulgated
thereunder. The certificates evidencing any of such Shares shall be
appropriately amended to reflect their status as restricted securities as
aforesaid.

14.  Miscellaneous.

     14.1. Multiple Agreements. The terms of each Option or Award may differ
from other Options or Awards granted under the Plan at the same time, or at some
other time. The Committee may also grant more than one Option or Award to a
given Eligible Individual or Eligible Director during the term of the Plan,
either in addition to, or in substitution for, one or more Options or Awards
previously granted to that Eligible Individual or Eligible Director.

                                       12
<PAGE>   14

     14.2. Withholding of Taxes.

           (a) At such times as an Optionee or Grantee recognizes taxable income
        in connection with the receipt of Shares or cash hereunder (a "Taxable
        Event"), the Optionee or Grantee shall pay to the Company an amount
        equal to the federal, state and local income taxes and other amounts as
        may be required by law to be withheld by the Company in connection with
        the Taxable Event (the "Withholding Taxes") prior to the issuance of
        such Shares or the payment of such cash. The Company shall have the
        right to deduct from any payment of cash to an Optionee or Grantee an
        amount equal to the Withholding Taxes in satisfaction of the obligation
        to pay Withholding Taxes. In satisfaction of the obligation to pay
        Withholding Taxes to the Company, the Optionee or Grantee may make a
        written election (the "Tax Election"), which may be accepted or rejected
        in the discretion of the Committee, to have withheld a portion of the
        Shares then issuable to him or her for payment of Withholding Taxes, but
        not in excess of the Participant's required withholding obligation.

           (b) If an Optionee makes a disposition, within the meaning of Section
        424(c) of the Code and regulations promulgated thereunder, of any Share
        or Shares issued to such Optionee pursuant to the exercise of an
        Incentive Stock Option within the two-year period commencing on the day
        after the date of the grant or within the one-year period commencing on
        the day after the date of transfer of such Share or Shares to the
        Optionee pursuant to such exercise, the Optionee shall, within ten (10)
        days of such disposition, notify the Company thereof, by delivery of
        written notice to the Company at its principal executive office.

     14.3. Effective Date. The effective date of this Plan prior to this
amendment was March 27, 2000. The effective date of adoption of the Plan, as
amended, shall be the Amendment Date; provided that with respect to Incentive
Stock Options granted on or after the Amendment Date, the Plan, as amended,
shall be subject to the approval by the affirmative vote of the holders of a
majority of the securities of the Parent present, or represented, and entitled
to vote at a meeting of stockholders of the Parent duly held in accordance with
the applicable laws of the Kingdom of Belgium within twelve (12) months of the
Amendment Date; and, further provided that if such approval is not granted
within such twelve (12)-month period, all Incentive Stock Options granted on or
after the Amendment Date shall be automatically converted to Nonqualified Stock
Options.

                                       13