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                                                                    EXHIBIT 10.1

                         WALLACE COMPUTER SERVICES, INC.

                            2001 STOCK INCENTIVE PLAN

                                 I. INTRODUCTION

1.1. PURPOSES. The purposes of the Wallace Computer Services, Inc. 2001 Stock
Incentive Plan (the "Plan") of Wallace Computer Services, Inc., a Delaware
corporation (the "Company"), are (i) to align the interests of the Company's
stockholders and the recipients of awards under this Plan by increasing the
proprietary interest of such recipients in the Company's growth and success,
(ii) to advance the interests of the Company by attracting and retaining
directors, officers and other employees and (iii) to motivate such persons to
act in the long-term best interests of the Company and its stockholders.

1.2. CERTAIN DEFINITIONS.

          "AGREEMENT" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

          "BOARD" shall mean the Board of Directors of the Company.

          "CAUSE" shall mean (i) the willful failure to perform the duties
assigned by the Company (other than a failure resulting from the holder's
Disability), (ii) the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary, monetarily or otherwise, including
conduct that, in the reasonable judgment of the Company, constitutes gross
negligence or no longer conforms to the standard of the Company's executives or
employees or (iii) any act of fraud, embezzlement, theft or other act of
dishonesty, admission or conviction of a felony or of any crime involving moral
turpitude, fraud, embezzlement, theft or misrepresentation, or the violation of
any statutory or common law duty of loyalty to the Company or any Subsidiary.

          "CHANGE IN CONTROL" shall have the meaning set forth in Section
6.8(b).

          "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          "COMMITTEE" shall mean the committee designated by the Board,
consisting of two or more members of the Board, each of whom may be (i) a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act
and (ii) an "outside director" within the meaning of Section 162(m) of the Code.

          "COMMON STOCK" shall mean the common stock, $1.00 par value, of the
Company.

          "COMPANY" shall have the meaning set forth in Section 1.1.

          "DISABILITY" shall mean the inability of the holder of an award to
perform substantially such holder's duties and responsibilities for at least 180
consecutive days as a result of the holder's physical or mental illness, as
determined solely by the Committee.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "FAIR MARKET VALUE" shall mean the closing transaction price of a
share of Common Stock as reported in the New York Stock Exchange Composite
Transactions on the date as of which such value is being determined or, if the
Common Stock is not listed on the New York Stock Exchange, the closing
transaction price of a share of Common Stock on the principal national stock
exchange on which the Common Stock is traded on the date as of which such value
is being determined, or if there shall be no reported transaction for such date,
on the next preceding date for which a transaction was reported; provided,
however, that if Fair Market Value for any date cannot be so determined, Fair
Market Value shall be determined by the


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Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

          "FREE-STANDING SAR" shall mean an SAR which is not granted in tandem
with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of Common Stock (which may be Restricted Stock),
cash or a combination thereof with an aggregate value equal to the excess of the
Fair Market Value of one share of Common Stock on the date of exercise over the
base price of such SAR, multiplied by the number of such SARs which are
exercised.

          "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

          "INCUMBENT BOARD" shall have the meaning set forth in Section
6.8(b)(2).

          "MATURE SHARES" shall mean previously-acquired shares of Common Stock
for which the holder thereof has good title, free and clear of all liens and
encumbrances, and which such holder either (i) has held for at least six months
or (ii) has purchased on the open market.

          "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is
not an officer or employee of the Company or any Subsidiary.

          "NON-QUALIFIED STOCK OPTION" shall mean an option to purchase shares
of Common Stock which is not an Incentive Stock Option.

          "OUTSTANDING COMMON STOCK" shall have the meaning set forth in Section
6.8(b)(1).

          "OUTSTANDING VOTING SECURITIES" shall have the meaning set forth in
Section 6.8(b)(1).

          "PERFORMANCE MEASURES" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met (i) as a condition
to the grant or exercisability of all or a portion of an option or SAR, (ii) as
a condition to the grant of a Stock Award or (iii) during the applicable
Restriction Period or Performance Period as a condition to the holder's receipt,
in the case of a Restricted Stock Award, of the shares of Common Stock subject
to such award, or, in the case of a Performance Share Award, of the shares of
Common Stock subject to such award and/or of payment with respect to such award.
Such criteria and objectives may include one or more of the following: the
attainment by a share of Common Stock of a specified Fair Market Value for a
specified period of time, earnings per share, return to stockholders (including
dividends), return on assets, return on equity, earnings of the Company,
revenues, market share, cash flow or cost reduction goals, or any combination of
the foregoing.

          "PERFORMANCE PERIOD" shall mean any period designated by the Committee
during which the Performance Measures applicable to a Performance Share Award
shall be measured.

          "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment
of specified Performance Measures within a specified Performance Period, to
receive one share of Common Stock, which may be Restricted Stock, or in lieu of
all or a portion thereof, the Fair Market Value of such share of Common Stock in
cash.

          "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares
under this Plan.

          "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

          "PERSON" shall have the meaning set forth in Section 6.8(b)(1).



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          "POST-TERMINATION EXERCISE PERIOD" shall mean the period specified in
or pursuant to Section 2.3(a), Section 2.3(b), Section 2.3(d) or Section 2.3(e)
following termination of employment with or service to the Company during which
an option or SAR may be exercised.

          "RESTRICTED STOCK" shall mean shares of Common Stock which are subject
to a Restriction Period.

          "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under
this Plan.

          "RESTRICTION PERIOD" shall mean any period designated by the Committee
during which the Common Stock subject to a Restricted Stock Award may not be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the Agreement relating to such
award.

          "RETIREMENT" shall mean termination of employment with or service to
the Company by reason of retirement (i) on or after age 60 or (ii) on or after
age 55 after a minimum of 20 years of employment with or service to the Company.

          "SAR" shall mean a stock appreciation right which may be a
Free-Standing SAR or a Tandem SAR.

          "STOCK AWARD" shall mean a Restricted Stock Award or an Unrestricted
Stock Award.

          "SUBSIDIARY" and "SUBSIDIARIES" shall have the meanings set forth in
Section 1.4.

          "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Qualified Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price of such SAR, multiplied by the number of shares of Common Stock subject to
such option, or portion thereof, which is surrendered.

          "TAX DATE" shall have the meaning set forth in Section 6.5.

          "TEN PERCENT HOLDER" shall have the meaning set forth in Section
2.1(a).

          "UNRESTRICTED STOCK" shall mean shares of Common Stock which are not
subject to a Restriction Period or Performance Measures.

          "UNRESTRICTED STOCK AWARD" shall mean an award of Unrestricted Stock
under this Plan.

1.3. ADMINISTRATION. This Plan shall be administered by the Committee. Any one
or a combination of the following awards may be made under this Plan to eligible
persons: (i) options to purchase shares of Common Stock in the form of Incentive
Stock Options or Non-Qualified Stock Options, (ii) SARs in the form of Tandem
SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock
or Unrestricted Stock and (iv) Performance Shares. The Committee shall, subject
to the terms of this Plan, select eligible persons for participation in this
Plan and determine the form, amount and timing of each award to such persons
and, if applicable, the number of shares of Common Stock, the number of SARs and
the number of Performance Shares subject to such an award, the exercise price or
base price associated with the award, the time and conditions of exercise or
settlement of the award and all other terms and conditions of the award,
including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time,
subject to the requirements of Section 162(m) of the Code and regulations
thereunder in the case of an award intended to be qualified performance-based
compensation, take action such that (i) any or all outstanding options and SARs
shall become exercisable in part or in full, (ii) all or a portion of the
Restriction Period applicable to any outstanding Restricted Stock Award shall
lapse, (iii) all or a portion of the Performance Period applicable to any
outstanding Performance Share Award shall lapse and (iv) the Performance
Measures applicable to any outstanding award (if any) shall be deemed to be


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satisfied at the maximum or any other level. The Committee shall, subject to the
terms of this Plan, interpret this Plan and the application thereof, establish
rules and regulations it deems necessary or desirable for the administration of
this Plan and may impose, incidental to the grant of an award, conditions with
respect to the award, such as limiting competitive employment or other
activities. All such interpretations, rules, regulations and conditions shall be
final, binding and conclusive.

          The Committee may delegate some or all of its power and authority
hereunder to the Board or the Chief Executive Officer or other executive officer
of the Company as the Committee deems appropriate; provided, however, that (i)
the Committee may not delegate its power and authority to the Board or the Chief
Executive Officer or other executive officer of the Company with regard to the
grant of an award to any person who is a "covered employee" within the meaning
of Section 162(m) of the Code or who, in the Committee's judgment, is likely to
be a covered employee at any time during the period an award hereunder to such
employee would be outstanding and (ii) the Committee may not delegate its power
and authority to the Chief Executive Officer or other executive officer of the
Company with regard to the selection for participation in this Plan of an
officer or other person subject to Section 16 of the Exchange Act or decisions
concerning the timing, pricing or amount of an award to such an officer or other
person.

          No member of the Board or Committee, and neither the Chief Executive
Officer nor any other executive officer to whom the Committee delegates any of
its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board and the Committee and the Chief
Executive Officer or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company's
Certificate of Incorporation and/or By-laws, and under any directors' and
officers' liability insurance that may be in effect from time to time.

          A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

1.4. ELIGIBILITY. Participants in this Plan shall consist of such officers,
other employees and directors (including Non-Employee Directors) and persons
expected to become officers, other employees and directors of the Company and
its subsidiaries from time to time (individually a "Subsidiary" and collectively
the "Subsidiaries") as the Committee in its sole discretion may select from time
to time. For purposes of this Plan, references to employment by the Company
shall also mean employment by a Subsidiary. The Committee's selection of a
person to participate in this Plan at any time shall not require the Committee
to select such person to participate in this Plan at any other time.
Non-Employee Directors shall be eligible to participate in this Plan in
accordance with Article V.

1.5. SHARES AVAILABLE. Subject to adjustment as provided in Section 6.7,
1,635,735 shares of Common Stock shall be available for awards under this Plan,
reduced by the sum of the aggregate number of shares of Common Stock which
become subject to outstanding options (including Non-Qualified Stock Options
granted to Non-Employee Directors pursuant to Article V), outstanding
Free-Standing SARs, outstanding Stock Awards and outstanding Performance Share
Awards. To the extent that shares of Common Stock subject to an outstanding
option (except to the extent shares of Common Stock are issued or delivered by
the Company in connection with the exercise of a Tandem SAR), Free-Standing SAR,
Stock Award or Performance Share Award are not issued or delivered by reason of
the expiration, termination, cancellation or forfeiture of such award or by
reason of the delivery or withholding of shares of Common Stock to pay all or a
portion of the exercise price of an award, if any, or to satisfy all or a
portion of the tax withholding obligations relating to an award, then such
shares of Common Stock shall again be available under this Plan. Subject to
adjustment as provided in Section 6.7, the total number of shares of Common
Stock available under this Plan pursuant to all Stock Awards and Performance
Share Awards shall not exceed 250,000 of the total number of shares of Common
Stock available under this Plan.


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          Shares of Common Stock shall be made available from authorized and
unissued shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.

          To the extent necessary for an award to be qualified performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
(i) the maximum number of shares of Common Stock with respect to which options
or SARs or a combination thereof may be granted during any calendar year to any
person shall be 200,000, subject to adjustment as provided in Section 6.7, (ii)
the maximum number of shares of Common Stock with respect to which Stock Awards
subject to Performance Measures may be granted during any calendar year to any
person shall be 50,000, subject to adjustment as provided in Section 6.7 and
(iii) the maximum number of shares of Common Stock with respect to which
Performance Share Awards may be granted during any calendar year to any person
shall be 50,000, subject to adjustment as provided in Section 6.7.

                 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1. STOCK OPTIONS. The Committee may, in its discretion, grant options to
purchase shares of Common Stock to such eligible persons as may be selected by
the Committee. Each option, or portion thereof, that is not an Incentive Stock
Option shall be a Non-Qualified Stock Option. An Incentive Stock Option may not
be granted to any person who is not an employee of the Company or any parent or
subsidiary (as defined in Section 424 of the Code). Each Incentive Stock Option
shall be granted within ten years of the date this Plan is adopted by the Board.
To the extent that the aggregate Fair Market Value (determined as of the date of
grant) of shares of Common Stock with respect to which options designated as
Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under this Plan or any other plan of the Company, or
any parent or subsidiary as defined in Section 424 of the Code) exceeds the
amount (currently $100,000) established by the Code, such options shall
constitute Non-Qualified Stock Options.

          Options shall be subject to the following terms and conditions and
shall be subject to such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:

                 (a) Number of Shares and Purchase Price. The number of shares
          of Common Stock subject to an option and the purchase price per share
          of Common Stock purchasable upon exercise of the option shall be
          determined by the Committee; provided, however, that the purchase
          price per share of Common Stock purchasable upon exercise of an option
          shall not be less than 100% of the Fair Market Value of a share of
          Common Stock on the date of grant of such option; provided further,
          that if an Incentive Stock Option shall be granted to any person who,
          at the time such option is granted, owns capital stock possessing more
          than ten percent of the total combined voting power of all classes of
          capital stock of the Company (or of any parent or subsidiary as
          defined in Section 424 of the Code) (a "Ten Percent Holder"), the
          purchase price per share of Common Stock shall not be less than the
          price (currently 110% of Fair Market Value) required by the Code in
          order for the option to constitute an Incentive Stock Option.

                 (b) Exercise Period and Exercisability. The period during which
          an option may be exercised shall be determined by the Committee;
          provided, however, that no Incentive Stock Option shall be exercised
          later than ten years after its date of grant; provided further, that
          if an Incentive Stock Option shall be granted to a Ten Percent Holder,
          such option shall not be exercised later than five years after its
          date of grant. The Committee may, in its discretion, establish
          Performance Measures which shall be satisfied or met as a condition to
          the grant of an option or to the exercisability of all or a portion of
          an option. The Committee shall determine whether an option shall
          become exercisable in cumulative or non-cumulative installments and in
          part or in full at any time. An exercisable option, or portion
          thereof, may be exercised only with respect to whole shares of Common
          Stock.


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                 (c) Method of Exercise. An option may be exercised (i) by
          giving written notice to the Company specifying the number of whole
          shares of Common Stock to be purchased and by accompanying such notice
          with payment therefor in full (or by arranging for such payment to the
          Company's satisfaction) either (A) in cash, (B) by delivery (either
          actual delivery or by attestation procedures established by the
          Company) of Mature Shares having an aggregate Fair Market Value,
          determined as of the date of exercise, equal to the aggregate purchase
          price payable by reason of such exercise, (C) in cash by a
          broker-dealer acceptable to the Company to whom the optionee has
          submitted an irrevocable notice of exercise or (D) a combination of
          (A) and (B), in each case to the extent set forth in the Agreement
          relating to the option, (ii) if applicable, by surrendering to the
          Company any Tandem SARs which are canceled by reason of the exercise
          of the option and (iii) by executing such documents as the Company may
          reasonably request. Any fraction of a share of Common Stock which
          would be required to pay such purchase price shall be disregarded and
          the remaining amount due shall be paid in cash by the optionee. No
          certificate representing Common Stock shall be delivered until the
          full purchase price therefor and any withholding taxes thereon, as
          described in Section 6.5, have been paid (or arrangement made for such
          payment to the Company's satisfaction).

2.2. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant SARs
to such eligible persons as may be selected by the Committee. The Agreement
relating to an SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.

          SARs shall be subject to the following terms and conditions and shall
be subject to such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable:

                 (a) Number of SARs and Base Price. The number of SARs subject
          to an award shall be determined by the Committee. Any Tandem SAR
          related to an Incentive Stock Option shall be granted at the same time
          that such Incentive Stock Option is granted. The base price of a
          Tandem SAR shall be the purchase price per share of Common Stock of
          the related option. The base price of a Free-Standing SAR shall be
          determined by the Committee; provided, however, that such base price
          shall not be less than 100% of the Fair Market Value of a share of
          Common Stock on the date of grant of such SAR.

                 (b) Exercise Period and Exercisability. The Agreement relating
          to an award of SARs shall specify whether such award may be settled in
          shares of Common Stock (including shares of Restricted Stock) or cash
          or a combination thereof. The period for the exercise of an SAR shall
          be determined by the Committee; provided, however, that no Tandem SAR
          shall be exercised later than the expiration, cancellation, forfeiture
          or other termination of the related option. The Committee may, in its
          discretion, establish Performance Measures which shall be satisfied or
          met as a condition to the grant of an SAR or to the exercisability of
          all or a portion of an SAR. The Committee shall determine whether an
          SAR may be exercised in cumulative or non-cumulative installments and
          in part or in full at any time. An exercisable SAR, or portion
          thereof, may be exercised, in the case of a Tandem SAR, only with
          respect to whole shares of Common Stock and, in the case of a
          Free-Standing SAR, only with respect to a whole number of SARs. If an
          SAR is exercised for shares of Restricted Stock, a certificate or
          certificates representing such Restricted Stock shall be issued in
          accordance with Section 3.2(c) and the holder of such Restricted Stock
          shall have such rights of a stockholder of the Company as determined
          pursuant to Section 3.2(d). Prior to the exercise of an SAR for shares
          of Common Stock, including Restricted Stock, the holder of such SAR
          shall have no rights as a stockholder of the Company with respect to
          the shares of Common Stock subject to such SAR.


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                 (c) Method of Exercise. A Tandem SAR may be exercised (i) by
          giving written notice to the Company specifying the number of whole
          SARs which are being exercised, (ii) by surrendering to the Company
          any options which are canceled by reason of the exercise of the Tandem
          SAR and (iii) by executing such documents as the Company may
          reasonably request. A Free-Standing SAR may be exercised (i) by giving
          written notice to the Company specifying the whole number of SARs
          which are being exercised and (ii) by executing such documents as the
          Company may reasonably request.

2.3. TERMINATION OF EMPLOYMENT OR SERVICE.

          (a) Disability. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be, if
the employment with or service to the Company of the holder of an option or SAR
terminates by reason of Disability, each option and SAR held by such holder
shall be fully exercisable and may thereafter be exercised by such holder (or
such holder's legal representative or similar person) until and including the
earlier to occur of (i) the date which is one year (or such other period as set
forth in the Agreement relating to such option or SAR) after the effective date
of such holder's termination of employment or service and (ii) the expiration
date of the term of such option or SAR.

          (b) Retirement. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be, if
the employment with or service to the Company of the holder of an option or SAR
terminates by reason of Retirement, each option and SAR held by such holder
shall be exercisable only to the extent that such option or SAR is exercisable
on the effective date of such holder's termination of employment or service and
may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is two years (or such other period as set forth in the
Agreement relating to such option or SAR) after the effective date of such
holder's termination of employment or service and (ii) the expiration date of
the term of such option or SAR.

          (c) Death. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be, if
the employment with or service to the Company of the holder of an option or SAR
terminates by reason of death, each option and SAR held by such holder shall be
fully exercisable and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person until and
including the earlier to occur of (i) the date which is one year (or such other
period as set forth in the Agreement relating to such option or SAR) after the
date of death and (ii) the expiration date of the term of such option or SAR.

          (d) Other Termination. Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to an option or SAR, as the case
may be, if the employment with or service to the Company of the holder of an
option or SAR terminates for any reason other than Disability, Retirement or
death or for Cause, each option and SAR held by such holder shall be exercisable
only to the extent that such option or SAR is exercisable on the effective date
of such holder's termination of employment or service and may thereafter be
exercised by such holder (or such holder's legal representative or similar
person) until and including the earlier to occur of (i) the date which is three
months (or such other period as set forth in the Agreement relating to such
option or SAR) after the effective date of such holder's termination of
employment or service and (ii) the expiration date of the term of such option or
SAR.

          (e) Termination of Employment or Service--Incentive Stock Options. If
the employment with the Company of a holder of an Incentive Stock Option
terminates by reason of Permanent and Total Disability, each Incentive Stock
Option held by such optionee shall be fully exercisable (unless otherwise
specified in the Agreement relating to the option), and may thereafter be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earlier to occur of (i) the date which is one
year (or such shorter period as set forth in the Agreement relating to such
option) after the effective date of such optionee's termination of employment
and (ii) the expiration date of the term of such option.


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          If the employment with the Company of a holder of an Incentive Stock
Option terminates by reason of death, each Incentive Stock Option held by such
optionee shall be fully exercisable (unless otherwise specified in the Agreement
relating to the option), and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person
until and including the earlier to occur of (i) the date which is one year (or
such other period as set forth in the Agreement relating to such option) after
the date of death and (ii) the expiration date of the term of such option.

          If the employment with the Company of a holder of an Incentive Stock
Option terminates for any reason other than Permanent and Total Disability or
death or for Cause, each Incentive Stock Option held by such optionee shall be
exercisable to the extent set forth in Section 2.3(a), Section 2.3(b) or 2.3(d),
as applicable (unless otherwise specified in the Agreement relating to the
option), and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months after the effective date of such optionee's
termination of employment and (ii) the expiration date of the term of such
option.

          (f) Death Following Termination of Employment or Service. Unless
otherwise specified in the Agreement relating to an option or SAR, as the case
may be, if the holder of an option or SAR dies during the applicable
Post-Termination Exercise Period, each option and SAR held by such holder shall
be exercisable only to the extent that such option or SAR, as the case may be,
is exercisable on the date of such holder's death and may thereafter be
exercised by the holder's executor, administrator, legal representative,
beneficiary or similar person until and including the earlier to occur of (i)
the date which is one year (or such other period as set forth in the Agreement
relating to such option or SAR) after the date of death and (ii) the expiration
date of the term of such option or SAR.

          (g) Cause. Notwithstanding anything to the contrary in this Plan or in
any Agreement relating to an option or SAR, as the case may be, if the
employment with or service to the Company of the holder of an option or SAR is
terminated by the Company for Cause, each option and SAR held by such holder
automatically shall be canceled on the effective date of such holder's
termination of employment or service.

                                III. STOCK AWARDS

3.1. STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards to
such eligible persons as may be selected by the Committee. The Agreement
relating to a Stock Award shall specify whether the Stock Award is a Restricted
Stock Award or an Unrestricted Stock Award.

3.2. TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following terms
and conditions and shall be subject to such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.

          (a) Number of Shares and Other Terms. The number of shares of Common
Stock subject to a Restricted Stock Award or Unrestricted Stock Award and the
Performance Measures (if any) and Restriction Period applicable to a Restricted
Stock Award shall be determined by the Committee. Unrestricted Stock Awards
shall not be subject to any Performance Measures or Restriction Periods.

          (b) Vesting and Forfeiture. The Agreement relating to a Restricted
Stock Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of the
shares of Common Stock subject to such award (i) if specified Performance
Measures are satisfied or met during the specified Restriction Period or (ii) if
the holder of such award remains continuously in the employment of or service to
the Company during the specified Restriction Period and for the forfeiture of
all or a portion of the shares of Common Stock subject to such award (x) if
specified Performance Measures are not satisfied or met during the specified
Restriction Period or (y) if the holder of such award does not remain
continuously in the employment of or service to the Company during the specified
Restriction Period.


<PAGE>

          (c) Share Certificates. During the Restriction Period, a certificate
or certificates representing a Restricted Stock Award may be registered in the
holder's name or a nominee name at the discretion of the Company and may bear a
legend, in addition to any legend which may be required pursuant to Section 6.6,
indicating that the ownership of the shares of Common Stock represented by such
certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the Restricted Stock Award. All certificates
registered in the holder's name shall be deposited with the Company, together
with stock powers or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate by the Company, which would permit transfer to the
Company of all or a portion of the shares of Common Stock subject to the
Restricted Stock Award in the event such award is forfeited in whole or in part.
Upon termination of any applicable Restriction Period (and the satisfaction or
attainment of applicable Performance Measures), or upon the grant of an
Unrestricted Stock Award, in each case subject to the Company's right to require
payment of any taxes in accordance with Section 6.5, a certificate or
certificates evidencing ownership of the requisite number of shares of Common
Stock shall be delivered to the holder of such award.

          (d) Rights with Respect to Restricted Stock Awards. Unless otherwise
set forth in the Agreement relating to a Restricted Stock Award, and subject to
the terms and conditions of a Restricted Stock Award, the holder of such award
shall have all rights as a stockholder of the Company, including, but not
limited to, voting rights, the right to receive dividends and the right to
participate in any capital adjustment applicable to all holders of Common Stock;
provided, however, that a distribution with respect to shares of Common Stock,
other than a regular cash dividend, shall be deposited with the Company and
shall be subject to the same restrictions as the shares of Common Stock with
respect to which such distribution was made.

3.3. TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the
satisfaction of Performance Measures and the termination of the Restriction
Period relating to a Restricted Stock Award, or any forfeiture and cancellation
of such award upon a termination of employment with or service to the Company of
the holder of such award, whether by reason of Disability, Retirement, death or
any other reason, shall be determined by the Committee.

                          IV. PERFORMANCE SHARE AWARDS

4.1. PERFORMANCE SHARE AWARDS. The Committee may, in its discretion, grant
Performance Share Awards to such eligible persons as may be selected by the
Committee.

4.2. TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall be
subject to the following terms and conditions and shall be subject to such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem advisable.

          (a) Number of Performance Shares and Performance Measures. The number
of Performance Shares subject to a Performance Share Award and the Performance
Measures and Performance Period applicable to such award shall be determined by
the Committee.

          (b) Vesting and Forfeiture. The Agreement relating to a Performance
Share Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of such
award, if specified Performance Measures are satisfied or met during the
specified Performance Period, and for the forfeiture of all or a portion of such
award, if specified Performance Measures are not satisfied or met during the
specified Performance Period.

          (c) Settlement of Vested Performance Share Awards. The Agreement
relating to a Performance Share Award (i) shall specify whether such award may
be settled in shares of Common Stock (including shares of Restricted Stock) or
cash or a combination thereof and (ii) may specify whether the holder thereof
shall be entitled to receive, on a current or deferred basis, dividend
equivalents, and, if determined by the Committee, interest on or the deemed
reinvestment of any deferred dividend equivalents, with respect to the number of
shares of Common Stock subject to such award. If a Performance Share Award is
settled in shares of Restricted Stock, a certificate or certificates
representing such Restricted Stock shall be issued in


<PAGE>

accordance with Section 3.2(c) and the holder of such Restricted Stock shall
have such rights of a stockholder of the Company as determined pursuant to
Section 3.2(d). Prior to the settlement of a Performance Share Award in shares
of Common Stock, including Restricted Stock, the holder of such award shall have
no rights as a stockholder of the Company with respect to the shares of Common
Stock subject to such award.

4.3. TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the
satisfaction of Performance Measures and the termination of the Performance
Period relating to a Performance Share Award, or any forfeiture and cancellation
of such award upon a termination of employment with or service to the Company of
the holder of such award, whether by reason of Disability, Retirement, death or
any other reason, shall be determined by the Committee.

                V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

5.1. ELIGIBILITY. Each Non-Employee Director shall be granted options to
purchase shares of Common Stock in accordance with this Article V. All options
granted under this Article V shall be Non-Qualified Stock Options.

5.2. AUTOMATIC GRANTS OF STOCK OPTIONS. Each Non-Employee Director shall be
granted Non-Qualified Stock Options as follows:

          (a) Time of Grant. On the date of the 2001 annual meeting of
stockholders of the Company (or, if later, on the date on which a person is
first elected or begins to serve as a Non-Employee Director other than by reason
of termination of employment), and, thereafter, on the date of each annual
meeting of stockholders of the Company, each person who is a Non-Employee
Director immediately after such meeting of stockholders shall be granted an
option to purchase 2,000 shares of Common Stock (which amount shall be pro-rated
if such Non-Employee Director is first elected or begins to serve as a
Non-Employee Director on a date other than the date of an annual meeting of
stockholders) at a purchase price per share equal to 100% of the Fair Market
Value of a share of Common Stock on the date of grant of such option.

          (b) Exercise Period and Exercisability. Except as otherwise provided
herein, each option granted under this Section 5.2 may be exercised: (i) on or
after the next February 1 following its date of grant, for up to one-fourth of
the shares of Common Stock subject to such option on its date of grant, (ii) on
or after the next May 1 following its date of grant, for up to an additional
one-fourth of the shares of Common Stock subject to such option on its date of
grant, (iii) on or after the next August 1 following its date of grant, for up
to an additional one-fourth of the shares of Common Stock subject to such option
on its date of grant and (iv) on or after the next November 1 following its date
of grant, for up to the remaining one-fourth of the shares of Common Stock
subject to such option on its date of grant; provided, however, that each such
option shall become fully exercisable not later than the earlier to occur of (i)
the day before the Company's annual meeting of stockholders next following the
date of grant or (ii) one year following the date of grant. Each option granted
under this Section 5.2 shall expire ten years after its date of grant. An
exercisable option, or portion thereof, may be exercised in whole or in part
only with respect to whole shares of Common Stock. Options granted under this
Section 5.2 shall be exercisable in accordance with Section 2.1(c).

5.3.  TERMINATION OF DIRECTORSHIP.

          (a) Disability. If the holder of an option granted under Section 5.2
ceases to be a director of the Company by reason of Disability, each such option
held by such holder shall be fully exercisable and may thereafter be exercised
by such holder (or such holder's legal representative or similar person) until
and including the earlier to occur of (i) the date which is one year after the
effective date of such holder's ceasing to be a director and (ii) the expiration
date of the term of such option.

          (b) Retirement. If the holder of an option granted under Section 5.2
ceases to be a director of the Company on or after age 70, each such option held
by such holder shall be exercisable only to the extent that such option is
exercisable on the effective date of such holder's ceasing to be a director and
may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier


<PAGE>

to occur of (i) the date which is two years after the effective date of such
holder's ceasing to be a director and (ii) the expiration date of the term of
such option.

          (c) Death. If the holder of an option granted under Section 5.2 ceases
to be a director of the Company by reason of death, each such option held by
such holder shall be fully exercisable and may thereafter be exercised by such
holder's executor, administrator, legal representative, beneficiary or similar
person until and including the earlier to occur of (i) the date which is one
year after the date of death and (ii) the expiration date of the term of such
option.

          (d) Other Termination. If the holder of an option granted under
Section 5.2 ceases to be a director of the Company for any reason other than
Disability, ceasing to be a director on or after age 70 or death, each such
option held by such holder shall be exercisable only to the extent such option
is exercisable on the effective date of such holder's ceasing to be a director
and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months after the effective date of such holder's
ceasing to be a director and (ii) the expiration date of the term of such
option.

          (e) Death Following Termination of Directorship. If the holder of an
option granted under Section 5.2 dies during the period set forth in Section
5.3(a) following such holder's ceasing to be a director of the Company by reason
of Disability, during the period set forth in Section 5.3(b) following such
holder's ceasing to be a director of the Company on or after age 70, or during
the period set forth in Section 5.3(d) following such holder's ceasing to be a
director for any reason other than by reason of Disability or ceasing to be a
director on or after age 70, each such option held by such holder shall be
exercisable only to the extent that such option is exercisable on the date of
the holder's death and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person until and
including the earlier to occur of (i) the date which is one year after the date
of death and (ii) the expiration date of the term of such option.

                                   VI. GENERAL

6.1. EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the
stockholders of the Company for approval at the 2001 annual meeting of
stockholders and, if approved by the affirmative vote of a majority of the
shares of Common Stock present in person or represented by proxy at such
meeting, shall become effective on the date of such approval. This Plan shall
terminate ten years after its effective date, unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of any
award granted prior to termination. In the event that this Plan is not approved
by the stockholders of the Company, this Plan and any awards granted hereunder
shall be null and void.

6.2. AMENDMENTS. The Board may amend this Plan as it shall deem advisable,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation, including Section 162(m) and Section 422 of the Code;
provided, however, that no amendment shall be made without stockholder approval
if such amendment would (a) increase the maximum number of shares of Common
Stock available under this Plan (subject to Section 6.7), (b) effect any change
inconsistent with Section 422 of the Code or (c) extend the term of this Plan.
No amendment may impair the rights of a holder of an outstanding award without
the consent of such holder.

6.3. AGREEMENT. No award shall be valid until an Agreement is executed by the
Company and the recipient of such award and, upon execution by each party and
delivery of the executed Agreement to the Company, such award shall be effective
as of the effective date set forth in the Agreement.

6.4. NON-TRANSFERABILITY OF AWARDS. Unless otherwise specified in the Agreement
relating to an award, no award shall be transferable other than by will, the
laws of descent and distribution or pursuant to beneficiary designation
procedures approved by the Company. Except to the extent permitted by the
foregoing sentence or the Agreement relating to an award, each award may be
exercised or settled during the holder's lifetime only by the holder or the
holder's legal representative or similar person. Except to the extent permitted
by the second preceding sentence or the Agreement relating to an award, no award
may be sold, transferred,



<PAGE>

assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any such award, such award and all rights
thereunder shall immediately become null and void.

6.5. TAX WITHHOLDING. The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
pursuant to an award made hereunder, payment by the holder of such award of any
Federal, state, local or other taxes which may be required to be withheld or
paid in connection with such award. An Agreement may provide that (i) the
Company shall withhold whole shares of Common Stock which would otherwise be
delivered to a holder, having an aggregate Fair Market Value determined as of
the date the obligation to withhold or pay taxes arises in connection with an
award (the "Tax Date"), or withhold an amount of cash which would otherwise be
payable to a holder, in the amount necessary to satisfy any such obligation or
(ii) the holder may satisfy any such obligation by any of the following means:
(A) a cash payment to the Company, (B) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of Mature
Shares having an aggregate Fair Market Value, determined as of the Tax Date,
equal to the amount necessary to satisfy any such obligation, (C) authorizing
the Company to withhold whole shares of Common Stock which would otherwise be
delivered having an aggregate Fair Market Value, determined as of the Tax Date,
or withhold an amount of cash which would otherwise be payable to a holder,
equal to the amount necessary to satisfy any such obligation, (D) in the case of
the exercise of an option, a cash payment by a broker-dealer acceptable to the
Company to whom the optionee has submitted an irrevocable notice of exercise or
(E) any combination of (A), (B) and (C), in each case to the extent set forth in
the Agreement relating to the award. Shares of Common Stock to be delivered or
withheld may not have an aggregate Fair Market Value in excess of the amount
determined by applying the minimum statutory withholding rate. Any fraction of a
share of Common Stock which would be required to satisfy such an obligation
shall be disregarded and the remaining amount due shall be paid in cash by the
holder.

6.6. RESTRICTIONS ON SHARES. Each award made hereunder shall be subject to the
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the exercise or settlement
of such award or the delivery of shares thereunder, such award shall not be
exercised or settled and such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any award made hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

6.7. ADJUSTMENT. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
maximum number of securities available for Stock Awards and Performance Share
Awards, the number and class of securities subject to each outstanding option
and the purchase price per security, the number and class of securities subject
to each option to be granted to Non-Employee Directors pursuant to Article V,
the maximum number of securities with respect to which options or SARs or a
combination thereof, or Stock Awards or Performance Share Awards, may be granted
during any calendar year to any person, the terms of each outstanding SAR, the
number and class of securities subject to each outstanding Stock Award or
Performance Share Award, and the terms of each outstanding Restricted Stock
Award or Performance Share Award shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of outstanding options and
SARs without an increase in the aggregate purchase price or base price. The
decision of the Committee regarding any such adjustment shall be final, binding
and conclusive. If any such adjustment would result in a fractional security
being (a) available under this Plan, such fractional security shall be
disregarded, or (b) subject to an award under this Plan, the Company shall pay
the holder of such award, in connection with the first vesting, exercise or
settlement of such award in whole or in part occurring after such adjustment, an
amount in cash determined by multiplying


<PAGE>

(i) the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting, exercise or
settlement date over (B) the exercise or base price, if any, of such award.

6.8.  CHANGE IN CONTROL.

          (a)(1) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common stock
that are registered under Section 12 of the Exchange Act, (i) all outstanding
options and SARs shall immediately become exercisable in full, (ii) the
Restriction Period applicable to any outstanding Restricted Stock Award shall
lapse, (iii) the Performance Period applicable to any outstanding Performance
Share shall lapse, (iv) the Performance Measures applicable to any outstanding
award shall be deemed to be satisfied at the maximum level and (v) there shall
be substituted for each share of Common Stock available under this Plan, whether
or not then subject to an outstanding award, the number and class of shares into
which each outstanding share of Common Stock shall be converted pursuant to such
Change in Control. In the event of any such substitution, the purchase price per
share in the case of an option and the base price in the case of an SAR shall be
appropriately adjusted by the Committee (whose determination shall be final,
binding and conclusive), such adjustments to be made in the case of outstanding
options and SARs without an increase in the aggregate purchase price or base
price.

          (2) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(1) or (2) below, or in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding award shall be surrendered to the Company by the holder
thereof, and each such award shall immediately be canceled by the Company, and
the holder shall receive, within ten days of the occurrence of a Change in
Control, a cash payment from the Company in an amount equal to (i) in the case
of an option, the number of shares of Common Stock then subject to such option,
multiplied by the excess, if any, of the greater of (A) the highest per share
price offered to stockholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a share of Common
Stock on the date of occurrence of the Change in Control, over the purchase
price per share of Common Stock subject to the option, (ii) in the case of a
Free-Standing SAR, the number of shares of Common Stock then subject to such
SAR, multiplied by the excess, if any, of the greater of (A) the highest per
share price offered to stockholders of the Company in any transaction whereby
the Change in Control takes place or (B) the Fair Market Value of a share of
Common Stock on the date of occurrence of the Change in Control, over the base
price of the SAR, (iii) in the case of a Restricted Stock Award or Performance
Share Award, the number of shares of Common Stock or the number of Performance
Shares, as the case may be, then subject to such award, multiplied by the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B) the
Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control. In the event of a Change in Control, each Tandem SAR shall be
surrendered by the holder thereof and shall be canceled simultaneously with the
cancellation of the related option.

          (b) "Change in Control" shall mean:

                 (1) the acquisition by any individual, entity or group (a
          "Person"), including any "person" within the meaning of Section
          13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
          within the meaning of Rule 13d-3 promulgated under the Exchange Act,
          of 35% or more of either (i) the then outstanding shares of common
          stock of the Company (the "Outstanding Common Stock") or (ii) the
          combined voting power of the then outstanding securities of the
          Company entitled to vote generally in the election of directors (the
          "Outstanding Voting Securities"); excluding, however, the following:
          (A) any acquisition directly from the Company (excluding any
          acquisition resulting from the exercise of an exercise, conversion or
          exchange privilege unless the security being so exercised, converted
          or exchanged was acquired directly from the Company), (B) any
          acquisition by the Company, (C) any acquisition by an employee benefit
          plan (or related trust) sponsored or maintained by the Company or any
          corporation controlled by the Company or (D) any acquisition by any
          corporation pursuant to a transaction which complies with clauses (i),
          (ii) and (iii) of subsection


<PAGE>

          (3) of this Section 6.8(b); provided further, that for purposes of
          clause (B), if any Person (other than the Company or any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any corporation controlled by the Company) shall become the
          beneficial owner of 35% or more of the Outstanding Common Stock or 35%
          or more of the Outstanding Voting Securities by reason of an
          acquisition by the Company, and such Person shall, after such
          acquisition by the Company, become the beneficial owner of any
          additional shares of the Outstanding Common Stock or any additional
          Outstanding Voting Securities and such beneficial ownership is
          publicly announced, such additional beneficial ownership shall
          constitute a Change in Control;

                 (2) individuals who, as of the date hereof, constitute the
          Board (the "Incumbent Board") cease for any reason to constitute at
          least a majority of such Board; provided that any individual who
          becomes a director of the Company subsequent to the date hereof whose
          election, or nomination for election by the Company's stockholders,
          was approved by the vote of at least a majority of the directors then
          comprising the Incumbent Board shall be deemed a member of the
          Incumbent Board; and provided further, that any individual who was
          initially elected as a director of the Company as a result of an
          actual or threatened solicitation by a Person other than the Board for
          the purpose of opposing a solicitation by any other Person with
          respect to the election or removal of directors, or any other actual
          or threatened solicitation of proxies or consents by or on behalf of
          any Person other than the Board shall not be deemed a member of the
          Incumbent Board;

                 (3) the consummation of a reorganization, merger or
          consolidation or sale or other disposition of all or substantially all
          of the assets of the Company (a "Corporate Transaction"); excluding,
          however, a Corporate Transaction pursuant to which (i) all or
          substantially all of the individuals or entities who are the
          beneficial owners, respectively, of the Outstanding Common Stock and
          the Outstanding Voting Securities immediately prior to such Corporate
          Transaction will beneficially own, directly or indirectly, more than
          65% of, respectively, the outstanding shares of common stock, and the
          combined voting power of the outstanding securities entitled to vote
          generally in the election of directors, as the case may be, of the
          corporation resulting from such Corporate Transaction (including,
          without limitation, a corporation which as a result of such
          transaction owns the Company or all or substantially all of the
          Company's assets either directly or indirectly) in substantially the
          same proportions relative to each other as their ownership,
          immediately prior to such Corporate Transaction, of the Outstanding
          Common Stock and the Outstanding Voting Securities, as the case may
          be, (ii) no Person (other than: the Company; any employee benefit plan
          (or related trust) sponsored or maintained by the Company or any
          corporation controlled by the Company; the corporation resulting from
          such Corporate Transaction; and any Person which beneficially owned,
          immediately prior to such Corporate Transaction, directly or
          indirectly, 35% or more of the Outstanding Common Stock or the
          Outstanding Voting Securities, as the case may be) will beneficially
          own, directly or indirectly, 35% or more of, respectively, the
          outstanding shares of common stock of the corporation resulting from
          such Corporate Transaction or the combined voting power of the
          outstanding securities of such corporation entitled to vote generally
          in the election of directors and (iii) individuals who were members of
          the Incumbent Board will constitute at least a majority of the members
          of the board of directors of the corporation resulting from such
          Corporate Transaction; or

                 (4) the consummation of a plan of complete liquidation or
          dissolution of the Company.

6.9. NO RIGHT OF PARTICIPATION OR EMPLOYMENT. Except as provided in Article V,
no person shall have any right to participate in this Plan. Neither this Plan
nor any award made hereunder shall confer upon any person any right to continued
employment by the Company, any Subsidiary or any affiliate of the Company or
affect in any manner the right of the Company, any Subsidiary or any affiliate
of the Company to terminate the employment of any person at any time without
liability hereunder.

6.10. RIGHTS AS STOCKHOLDER. No person shall have any right as a stockholder of
the Company with respect to any shares of Common Stock or other equity security
of the Company which is subject to an award hereunder unless and until such
person becomes a stockholder of record with respect to such shares of Common
Stock or equity security.


<PAGE>

6.11. DESIGNATION OF BENEFICIARY. If permitted by the Company, a holder of an
award may file with the Committee a written designation of one or more persons
as such holder's beneficiary or beneficiaries (both primary and contingent) in
the event of the holder's death. To the extent an outstanding option or SAR
granted hereunder is exercisable, such beneficiary or beneficiaries shall be
entitled to exercise such option or SAR.

          Each beneficiary designation shall become effective only when filed in
writing with the Committee during the holder's lifetime on a form prescribed by
the Committee. The spouse of a married holder domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.

          If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding option
and SAR hereunder held by such holder, to the extent exercisable, may be
exercised by such holder's executor, administrator, legal representative or
similar person.

6.12. GOVERNING LAW. This Plan, each award hereunder and the related Agreement,
and all determinations made and actions taken pursuant thereto, to the extent
not otherwise governed by the Code or the laws of the United States, shall be
governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.

6.13. FOREIGN EMPLOYEES. Without amending this Plan, the Committee may grant
awards to eligible persons who are subject to the laws of foreign countries or
jurisdictions on such terms and conditions different from those specified in
this Plan as may in the judgment of the Committee be necessary or desirable to
foster and promote achievement of the purposes of this Plan and, in furtherance
of such purposes the Committee may make such modifications, amendments,
procedures, subplans and the like as may be necessary or advisable to comply
with provisions of laws of other countries or jurisdictions in which the Company
or its Subsidiaries operate or have employees.

          No Repricing of Awards. Notwithstanding anything in this Plan to the
contrary and subject to Section 6.7, the exercise price or base price, as the
case may be, of any award granted hereunder shall not be reduced after the date
of grant of such award, and no award granted hereunder shall be canceled for the
purpose of regranting a new award at a lower exercise price or base price, as
the case may be, without the affirmative vote of a majority of the voting power
of the shares of capital stock of the Company represented at a meeting in which
the reduction of such exercise price or base price, or the cancellation and
regranting of an award, as the case may be, is considered for approval.