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                                  EXHIBIT 10(X)

                             MARTIN INDUSTRIES, INC.

                    1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION
                         AND DEFERRED COMPENSATION PLAN

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1   DEFINITIONS

       As used herein, the following terms shall have the meanings hereinafter
set forth unless the context clearly indicates to the contrary:

              (a)    "Board" shall mean the Board of Directors of Martin
Industries, Inc., a Delaware corporation.

              (b)    "Committee" shall mean the committee of the Board appointed
pursuant to Article III to administer the Plan.

              (c)    "Company" shall mean Martin Industries, Inc., a Delaware
corporation, and any successor in interest thereto.

              (d)    "Eligible Director" shall mean any person who is serving as
a director of the Company who is not an officer of the Company or a subsidiary
of the Company or otherwise employed by the Company or a subsidiary of the
Company.

              (e)    "Fair Market Value" shall mean, if applicable, the closing
price per share of the Stock on the principal United States securities exchange
registered under the 1934 Act on which such Stock is sold in the regular way; or
the last sales price of the day during regular trading per share of the Stock
quoted on an automated quotation system of a registered securities association
on which such Stock is sold in the regular way; or if the Stock is not
registered or traded in such a manner that such quotations are available, the
Fair Market Value shall be deemed to be the fair value per share of Stock
determined in good faith by the Board or the Committee as of a date which is
within 30 days of the date as of which the determination is to be made.

              (f)    "Fees" shall mean the cash retainer and meeting fees
payable to an Eligible Director for service on the Board of Directors of the
Company and any committees thereof.

              (g)    "Internal Revenue Code" shall mean the Internal Revenue
Code of 1986, as amended.

              (h)    "Option" shall mean an option to purchase Stock granted
pursuant to the provisions of Article IV hereof.

              (i)    "Optionee" shall mean a person to whom an Option has been
granted hereunder.

              (j)    "Plan" shall mean the Martin Industries, Inc. 1996
Non-Employee Directors' Stock Option and Deferred Compensation Plan, the terms
of which are set forth herein.

              (k)    "Retainer" shall mean the cash retainer payable to an
Eligible Director for service on the Board of Directors of the Company and any
committees thereof.

              (l)    "Stock," with respect to each share to which that term
refers, shall mean one (1) share of Common Stock, par value $0.01 per share, of
the Company now authorized; any other shares of the Stock of


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the Company hereafter authorized; and securities of the Company which, under any
conditions, will be converted into or exchanged for any such Stock.

              (m)    "Stock Option Agreement" shall mean the agreement between
the Company and the Optionee under which the Optionee may purchase Stock
hereunder.

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

                                   ARTICLE II
                                    THE PLAN

SECTION 2.1   NAME

       This Plan shall be known as the "Martin Industries, Inc. 1996
Non-Employee Directors' Stock Option and Deferred Compensation Plan."


SECTION 2.2   PURPOSE

       The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording to Eligible Directors an opportunity to acquire or
increase their proprietary interest in the Company by the grant to such
directors of Options and by allowing such directors to receive Options in lieu
of Fees that otherwise would have been paid in cash under the terms set forth
herein and, thereby, to align the interests of the Eligible Directors with the
interests of the stockholders of the Company. The purpose of the Plan is also to
enhance the Company's long-term growth and financial performance by increasing
the Company's ability to continue to attract and retain the services of
experienced and knowledgeable directors.


SECTION 2.3   EFFECTIVE DATE

       The Plan was adopted by the Board of Directors on May 3, 1996, and became
effective as of that date, subject to ratification and approval prior to June 1,
1997 by the affirmative vote of a majority of the shares of Stock of the Company
present, or represented, and entitled to vote at a meeting of stockholders of
the Company duly held in accordance with the Restated Certificate of
Incorporation of the Company and the General Corporation Law of the State of
Delaware. The Plan and all Options granted hereunder are further subject to the
receipt by the Company of any consents or approvals required to adopt the Plan
and/or grant Options under applicable law and under any permit, agreement or
instrument to which the Company is a party or by which any of its properties or
assets are bound. Any Option granted prior to such stockholder and other consent
and approval of the Plan as herein provided shall be subject to such approval
and shall have no legal effect and shall convey no rights to the holder thereof
in the event said stockholder and other consent and approval of the Plan is not
obtained. The Plan shall expire ten (10) years from the effective date of the
Plan; provided, however, that upon termination of the Plan, the applicable
provisions of the Plan shall continue to apply to all Options which are
outstanding on the date the Plan is terminated. If stockholder approval is not
obtained within the period contemplated herein, the Plan shall be nullified and
all Options granted pursuant to Article VI below shall be rescinded and all
elections to receive options pursuant to Article VI below shall be rescinded and
all Eligible Directors shall receive cash equal to all Fees that had been the
subject of an election under said article or Article V hereof.


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                                   ARTICLE III
                          ADMINISTRATION AND OPERATION

SECTION 3.1   APPOINTMENT OF AND DUTIES AND POWERS OF COMMITTEE

       The Plan shall be administered by a Committee appointed by the Board of
Directors of the Company and consisting of at least three (3) members who shall
not be Eligible Directors. Subject to the express provisions of the Plan, the
Committee shall have complete authority to interpret the Plan, to prescribe,
amend, and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable in the administration of the Plan. The
final determination of the Committee as to any disputed questions shall be
conclusive.

       Any action of the Committee may be taken without a meeting if a majority
of the members of the Committee sign written consents setting forth the action
taken or to be taken at any time before or after the intended effective date of
such action. Any member of the Committee may participate in a meeting of the
Committee by means of a conference telephone or similar communications equipment
enabling all persons participating in the meeting to hear each other. The
Committee may authorize any member thereof to execute all instruments required
in the administration of the Plan, and such instruments may be executed by
facsimile signature.

       The Committee may delegate to any member or members of the Committee or
to any employee or employees of the Company the authority to perform any
ministerial act in connection with the administration of the Plan.



SECTION 3.2   MAJORITY RULE

       A majority of the members of the Committee shall constitute a quorum, and
any action taken by a majority present at a meeting at which a quorum is present
or any action taken without a meeting evidenced by a writing executed by a
majority of the whole Committee shall constitute the action of the Committee.


SECTION 3.3   COMPANY ASSISTANCE

       The Company shall supply full and timely information to the Committee on
all matters relating to Eligible Directors and such pertinent facts related
thereto as the Committee may require. The Company shall furnish the Committee
with such clerical and other assistance as is necessary in the performance of
its duties.


SECTION 3.4   PLAN OPERATION IN COMPLIANCE WITH RULE 16b-3 OF THE 1934 ACT.

       The Plan shall be interpreted and administered to comply with Rule 16b-3
promulgated under the 1934 Act, as then applicable to the Company's employee
benefit plans. At such time as the terms of the Plan are required to comply with
(or, if earlier, are elected by the Company to comply with) the provisions of
Rule 16b-3 adopted in Release No. 34-37260 dated May 31, 1996, all Options
granted under this Plan shall provide that at least six months must elapse from
the date of the grant of the Option to the date of disposition of any underlying
shares of Stock to which such Option relates, unless any earlier disposition may
be effected without causing a violation of Section 16(b) of the 1934 Act or any
rules and regulations promulgated thereunder.


                                    ARTICLE IV
                         SHARES OF STOCK SUBJECT TO PLAN

SECTION 4.1   LIMITATIONS

       The number of shares of Stock which may be issued and sold hereunder
shall not exceed 100,000 shares of Stock, subject to adjustment pursuant to the
provisions of Section 4.3 hereof. Such shares may be either


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authorized and unissued shares or shares issued and thereafter acquired by the
Company, and such amount of shares shall be and is hereby reserved for issuance
pursuant to this Plan. Any of such shares which may remain unsold and which are
not subject to outstanding Options at the termination of the Plan shall cease to
be reserved for the purpose of the Plan, but until the termination of the Plan,
the Company shall at all times reserve a sufficient number of shares to meet the
requirements of the Plan.


SECTION 4.2   OPTIONS GRANTED UNDER PLAN

       Shares of Stock with respect to which an Option granted hereunder shall
have been exercised shall not again be available for grant hereunder. If Options
granted hereunder shall expire, terminate, or be canceled for any reason without
being wholly exercised, new Options may be granted hereunder covering the number
of shares to which such Option expiration, termination or cancellation relates.


SECTION 4.3   ANTIDILUTION

       In the event that the outstanding shares of Stock hereafter are
increased, decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares, stock
split, or stock dividend after the effective date of the Plan,

              (a)    the aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately; and

              (b)    rights under outstanding Options granted hereunder, both as
to the number of subject shares and the Option price, shall be adjusted
appropriately.

       In the event of a dissolution or liquidation of the Company, the Options
granted hereunder shall terminate; provided, however, that the Optionees shall
have the right for a period of thirty (30) days prior to such dissolution or
liquidation to exercise outstanding Options in full without regard to any
installment exercise provisions and whether the Option by its terms is at such
time immediately exercisable in full, to the extent it shall not have been
exercised. In the event of (i) any merger, consolidation or combination
involving the Company, other than (A) any merger, consolidation or combination
that is solely for the purpose of changing the domicile of the Company, and (B)
any merger, consolidation or combination that would result in the holders of the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by the securities remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after such merger,
consolidation or combination, or (ii) any sale of substantially all the assets
of the Company or a sufficient amount of Stock in the Company (whether by tender
offer, original issuance, or a single or series of related stock purchase and
sale agreements and/or transactions) sufficient to confer on the purchaser or
purchasers thereof (whether individually or in a group) the ability to elect a
majority of the Board of Directors of the Company (without regard to any
provisions concerning the classification of Board members or the staggering of
their terms), the Optionee shall have the right, immediately prior to such
merger, consolidation, combination, or asset or stock sale to exercise
outstanding Options in full, without regard to any installment exercise
provisions and whether the Option by its terms is at such time immediately
exercisable in full, to the extent that it shall not have been exercised. In the
event of a transaction of the nature described in (i) above (including, without
limitation, in (i)(A) and (i)(B) above), nothing contained herein shall prevent
the Board and the Board of Directors of the surviving corporation and/or the
acquiring corporation from converting an Option into an option to purchase stock
in the surviving or acquiring corporation on a fair and equitable basis. In the
event of a transaction described in (i) (including, without limitation, in
(i)(A) and (i)(B)) and (ii) above, the Board shall be entitled in its discretion
to require Optionees either to exercise their Options prior to such transactions
becoming effective or to forfeit them in the absence of such an exercise.

       The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee, and any such adjustment
shall provide for the elimination of fractional share interests.


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                                   ARTICLE V
                                DEFERRAL OF FEES

       Each Eligible Director may elect to defer all or any portion of any of
his Fees in accordance with the terms of this Article V.

              (a)    An election to defer Fees may be made at any time, but not
more frequently than once each calendar year, and shall be effective only with
respect to Fees payable for services to be performed after the date of the
election. Such election shall be made by executing and delivering a deferred
compensation agreement to the Committee. A deferral election may not be
modified. An Eligible Director may terminate a deferral election at any time by
delivering a written notice of termination to the Committee. Such notice shall
specify the effective date, and deferrals shall cease as soon as practicable
thereafter. A termination notice shall not be effective with regard to amounts
previously deferred.

              (b)    The Company shall establish an account for each Eligible
Director who defers Fees hereunder (the "Deferral Account") and shall adjust the
account as follows:

                     (i)    At the end of each calendar month in which Fees
       deferred would otherwise be payable, credit the account with the amount
       deferred for such month; and

                     (ii)   As of the first day of each month (A) debit the
       account by the amount, if any, paid to the Eligible Director or his
       beneficiary during the preceding calendar month in accordance with the
       terms hereof or the terms of any deferred compensation agreement; and (B)
       credit the account with interest on the balance as of said first day of
       the month following the aforementioned debit to the account, at the rate
       paid on five-year U.S. Treasury notes on the first day of the month for
       which the interest is to be credited, or at such other rate as is
       prescribed by the Committee in the deferred compensation agreement.

The Committee shall provide each Eligible Director who has elected to defer Fees
hereunder with an account statement at least annually.

              (c)    The amount credited to the Deferral Account of an Eligible
Director shall be paid to him in substantially equal consecutively monthly
installments over a period not to exceed three (3) years, or in such other
manner as the Committee may permit. Each such Eligible Director shall elect the
manner and time of payment (including the time payments shall commence) in the
first deferred compensation agreement he executes and such election shall apply
to any subsequent deferred compensation agreement the Eligible Director executes
unless specifically modified in a subsequent agreement.

              (d)    Except as provided in paragraph (e) below, the amount
credited to the Deferral Account of an Eligible Director, at the time of his
death, shall be paid to his designated beneficiary in substantially equal
consecutive monthly installments over a period not to exceed three (3) years, or
in such other manner as the Committee may permit. If payment commenced in
accordance with paragraph (c) above prior to the Eligible Director's death,
payment shall continue in accordance with the form of payment then in effect. If
payment had not commenced in accordance with paragraph (c) above, payment shall
be made or commenced as soon as practicable following the date of death. Each
such Eligible Director shall elect the manner in which payment shall be made to
his designated beneficiary in the first deferred compensation agreement he
executes. Such election shall apply to all subsequent deferred compensation
agreements executed by the Eligible Director unless specifically modified in a
subsequent agreement.

              (e)    In the event an Eligible Director suffers a financial
hardship caused by accident, illness or other event beyond his control, the
Committee may, in its discretion, accelerate payment of the amounts credited to
the Eligible Director's Deferral Account, if any, to the extent reasonably
necessary to eliminate such hardship. In addition, if following the death of an
Eligible Director, his beneficiary or beneficiaries suffers a financial hardship
caused by an accident, illness or other event beyond the control of such
beneficiary or beneficiaries, the Committee


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may, in its discretion, accelerate payment of the amounts credited to the
Eligible Director's Deferral Account, if any, to which such beneficiary or
beneficiaries are entitled to the extent reasonably necessary to eliminate such
hardship.

                                   ARTICLE VI
                                    OPTIONS

SECTION 6.1   ANNUAL OPTION GRANTS

              (a)    On the date of the meeting of the Board each year which
follows the Annual Meeting of Stockholders in said year (the "Annual Meeting of
Stockholders"), beginning with the date of the Annual Meeting of Stockholders
held in 1996, each director elected to the Board of Directors by the
stockholders of the Company at the annual meeting of stockholders in said year
and who is an Eligible Director, and, in addition to the newly elected Eligible
Directors, each Eligible Director then in office on such date shall
automatically be granted an Option as of the date of such Board meeting to
purchase shares of Stock as follows:

                     (i)    Each director elected to the Board at the Annual
        Meeting of Stockholders and who is an Eligible Director shall receive an
        Option to purchase the number of shares of Stock (rounded up to the next
        whole number) determined by dividing the whole dollar amount of the
        director's Retainer for the upcoming year of service by the Fair Market
        Value of the Stock on the date of grant.

                     (ii)   Each Eligible Director not standing for election at
        the Annual Meeting of Stockholders and who is to continue to serve as a
        director of the Company shall receive an Option to purchase the number
        of shares of Stock (rounded up to the next whole number) determined by
        dividing the whole dollar amount of the director's Retainer for the
        upcoming year of service by the Fair Market Value of the Stock on the
        date of grant and then multiplying the resulting amount by .6666.


              Example:

              At the Annual Meeting of Stockholders for 1999, Eligible Director
              A stands for election and is elected to the Board of Directors and
              Eligible Director B is continuing into the third year of a
              three-year term as a director of the Company. Each Eligible
              Director will be paid a $12,000 Retainer for the upcoming year.
              The Fair Market Value of the Stock on the date of the next meeting
              of the Board following the Annual Meeting of Stockholders is
              $11.00. Under these facts, Eligible Director A will receive an
              Option to purchase 1,091 shares of Stock ($12,000 / $11.00 =
              1,090.9, rounded up to 1,091). Eligible Director B will receive an
              Option to purchase 728 shares of Stock (1,090.9 x .6666 = 727.1,
              rounded up to 728).

              (b)    Each Option granted under this Section shall be evidenced
by a Stock Option Agreement dated as of the date of grant and executed by the
Company and the Optionee, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with the Plan.

              (c)    The per share price of the Stock subject to each Option
granted under this Section 6.1 shall be one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Option is granted.


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SECTION 6.2   OPTION GRANTS IN LIEU OF PAYMENT OF FEES

              (a)    Each Eligible Director may elect to receive his Fees in the
form of Options in lieu of cash. An election shall apply to the full amount of
the Eligible Director's Fees and shall be made in writing, on such form and in
such manner as the Committee may prescribe, before the Annual Meeting of
Stockholders of the Company each year, such election to cover Fees accrued
during the twelve-month period to begin on June 1 following said annual meeting
and end May 31 of the following year (the "Election Option Period"); provided,
however, that for the initial year of the Plan, an Eligible Director may make
his election hereunder at any time prior to August 31, 1996, which election
shall apply to the period beginning September 1, 1996 and ending on May 31,
1997.

              (b)    On the first business day following each of the three-month
periods ending August 31, November 30, February 28 (or 29, as the case may be)
and May 31 in each Election Option Period (the "Election Quarter Period"), the
Company shall grant to each Eligible Director who has made an election in
accordance with paragraph (a) above an Option to purchase the number of shares
of Stock (rounded up to the next whole number) determined by dividing x by y,
where --

              x is the amount of the Eligible Director's Fees accrued during the
              Election Quarter Period increased by a factor of thirty percent
              (30%); and

              y is the Black-Scholes value of each Option to purchase a share of
              Stock on the date of grant.

              (c)    The per share price of the Stock subject to each Option
granted under this Section 6.2 shall be one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Option is granted.

              (d)    An election by an Eligible Director whose service on the
Board terminates prior to the end of an Election Quarter Period to which the
election relates shall be void. Such Eligible Director shall receive the portion
of his Fees earned as of the date of termination in cash.

SECTION 6.3   OPTION PERIOD

        Each Option granted hereunder must be granted within ten years from the
effective date of the Plan. The period for the exercise of each Option shall be
ten years. Options granted hereunder prior to stockholder approval of the Plan
shall provide that such Options are not exercisable within the first
twelve-months following the grant thereof and, further, that at least six months
must elapse from the date of stockholder approval of the Plan to the date of
disposition of any underlying shares of Stock to which such Option relates,
unless any earlier exercise of disposition may be effected without causing a
violation of Section 16(b) of the 1934 Act or any rules and regulations
promulgated thereunder. Following stockholder approval of the Plan, Options
granted hereunder shall not be exercisable within the first twelve months after
the date of grant; provided, however, that said Options may become exercisable
earlier in accordance with the provisions of this Plan concerning the
termination of an Optionee's directorship on account of total and permanent
disability or death (Section 6.5) and change of control of the Company (Section
4.3), provided that, in each case, the earlier exercise thereof would not cause
a violation of Section 16(b) of the 1934 Act or any rules and regulations
promulgated thereunder. Following stockholder approval of the Plan, the
Committee in its discretion may accelerate the times when Options are
exercisable after the initial grant thereof; provided, however, that the
Committee may not exercise such power in a manner that would shorten the initial
twelve-month period for Eligible Directors referred to in the foregoing sentence
or the other periods referenced in this Section 6.3 if to do so would permit or
result in a violation of Section 16(b) of the 1934 Act.

SECTION 6.4   OPTION EXERCISE

              (a)    Options may be exercised with respect to whole shares only,
for such shares of Stock and within the period permitted by the exercise thereof
as determined by the Committee, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its


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principal office, and payment in full to the Company at said office of the
amount of the Option price for the number of shares of Stock with respect to
which the Option is then being exercised.

               (b)    The Option price upon exercise of any Option shall be
payable to the Company in full either (i) in cash or its equivalent, (ii) by
tendering shares of previously acquired Stock which has been held by the
Optionee for a minimum of six months prior to such exercise, and having a Fair
Market Value as of the business day immediately preceding the date of exercise
equal to the total Option price, or (iii) by a combination of (i) and (ii). Any
shares of Stock received by the Company pursuant to this Section 6-4 shall be
held by the Company as treasury shares.

              (c)    No Option granted hereunder shall be exercisable unless at
all times during the period beginning on the date of the granting of such Option
and ending on the day which is three years before the date of exercise (or
ending on the day which is 90 days before the date of exercise in the event of
the termination of the directorship of the Optionee for cause, or ending on the
expiration date of the Option in the event of termination of the directorship on
account of the mandatory retirement, determination of total and permanent
disability or the death of the Optionee, as the case may be) the Optionee was a
director of the Company.


SECTION 6.5   EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT

              (a)    In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated for any reason
(including voluntary resignation, early retirement or failure to be re-elected)
other than for cause (as defined below), mandatory retirement according to the
policy of the Board, death or disability, such Option may be exercised (to the
extent that the Optionee shall have been entitled to do so at the date of his
termination) by such Optionee at any time prior to the expiration date of the
Option or within three years after the date of such directorship termination,
whichever is earlier.

              (b)    If the directorship of an Optionee to whom an Option shall
have been granted hereunder is terminated for cause, as defined below, such
Option may be exercised (to the extent that the Optionee shall have been
entitled to do so at the date of his termination) by such Optionee at any time
prior to the expiration date of the Option or within ninety (90) days after the
date of such termination, whichever is earlier. For purposes of this Section
6.5, the term "for cause" shall be defined as a good faith express determination
by the Board that the Optionee has been guilty of willful misconduct or
dishonesty or a good faith express determination by the Board that the Optionee
has been grossly derelict in or has grossly neglected the Optionee's duty to the
Company.

              (c)    In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated by reason of
mandatory retirement according to the policy of the Board, such Option may be
exercised (to the extent that the Optionee shall have been entitled to do so at
the date of his termination) by such Optionee at any time prior to the
expiration date of the Option.

              (d)    In the event that the directorship of an Optionee to whom
an Option shall have been granted hereunder shall be terminated by the death or
total and permanent disability (as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986, as amended (the "Code"), or as determined by the Committee
in its discretion) of such Optionee, such Option may be exercised (to the extent
that the Optionee shall have been entitled to do so at the date of his
termination) by such Optionee, his personal representatives, the executor or
administrator of the estate of the Optionee, or the person or persons to whom an
Option granted hereunder shall have been validly transferred pursuant to a will
or the laws of descent and distribution, or otherwise, at any time prior to the
expiration date of the Option.

SECTION 6.6   NONTRANSFERABILITY OF OPTIONS

        At such time as the terms of the Plan are required to comply with (or,
if earlier, are elected by the Company to comply with) the provisions of Rule
16b-3, adopted in Release No. 34-37260 dated May 30, 1996, Options granted
hereunder may be transferred by an Optionee upon the prior consent of the
Committee; provided, however, that such Committee approval shall not be required
for transfers of an Option by will or the laws of descent and


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distribution. Prior to such time, no Option shall be transferred by an Optionee
otherwise than by will or the laws of descent and distribution. No transfer of
an Option by the Optionee by will or by the laws of descent and distribution
shall be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and an authenticated copy of the will
and/or such other evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transfers of
the terms and conditions of such Option. Subject to the foregoing, during the
lifetime of an Optionee, the Option shall be exercisable only by him.

SECTION 6.7   RIGHTS AS STOCKHOLDER

        An Optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any shares subject to such Option prior to the
purchase of such shares by exercise of such Option as provided herein.

                                  ARTICLE VII
                               STOCK CERTIFICATES

SECTION 7.1   STOCK CERTIFICATES

       The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of an Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:

              (a)    the completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, which the Committee shall in its sole discretion deem necessary
or advisable;

              (b)    the obtaining of any approval or other clearance from any
federal or state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable;

              (c)    the lapse of such reasonable period of time following the
exercise of the Option as the Committee from time to time may establish for
reasons of administrative convenience;

              (d)    the compliance with any and all applicable federal, state
or local laws; and

              (e)    such other terms and conditions as may be set forth in the
Plan.

The Company shall further be entitled to place whatever legends on such
certificate as it shall deem reasonably necessary or appropriate.

                                  ARTICLE VIII
              TERMINATION, AMENDMENT, AND MODIFICATION OF THE PLAN


       The Board may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Board without approval of the stockholders of the Company may

              (a)    increase the total number of shares of Stock subject to the
Plan except as contemplated in Section 4.3 hereof;

              (b)    materially modify the requirements as to those persons who
are eligible to participate in the Plan; and


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provided, further, that no termination, amendment, or modification of the Plan
shall in any manner affect any Stock Option Agreement theretofore entered into
pursuant to the Plan without the consent of the Optionee or valid transferee of
the Option. The foregoing provisions of this Article VIII notwithstanding, until
such time as the terms of the Plan are required to comply with (or, if earlier,
are elected by the Company to comply with) the provisions of Rule 16b-3, adopted
in Release No. 34-37260 dated May 30, 1996, the provisions of Article VI of the
Plan shall not be amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, ERISA, or the rules thereunder.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1   OTHER COMPENSATION PLANS

        The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Company or any of its
subsidiaries, nor shall the Plan preclude the Company from establishing any
other forms of incentive or other compensation for employees of the Company or
any of its subsidiaries.

SECTION 9.2   PLAN BINDING ON SUCCESSORS

        The Plan shall be binding upon the successors and assigns of the
Company.

SECTION 9.3   SINGULAR, PLURAL; GENDER

        Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.

SECTION 9.4   HEADINGS, ETC., NO PART OF PLAN

        Headings of Articles and Sections hereof are inserted for convenience
and references; they constitute no part of the Plan.

SECTION 9.5   INVESTMENT REPRESENTATION

        Each Stock Option Agreement may contain an agreement that, upon demand
by the Committee for such a representation, the Optionee shall deliver to the
Committee at the time of any exercise of an Option a written representation that
the shares of Stock to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
such demand, delivery of such representation prior to the delivery of any shares
issued upon exercise of an Option and prior to the expiration of the Option
period shall be a condition precedent to the right of the Optionee or such other
persons to purchase any such shares.

SECTION 9.6   COMPLIANCE WITH OTHER LAWS AND REGULATIONS

        The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any governmental or regulatory agency or national
securities exchange as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to the completion of
any registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any governmental body or national securities
exchange which the Company shall, in its sole discretion, determine to be
necessary or advisable.


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<PAGE>   11

SECTION 9.7   WITHHOLDING BY THE COMPANY

        A Stock Option Agreement executed pursuant to this Plan may contain a
provision to the effect that the Optionee will consent to any withholding
actions that the Company deems reasonably necessary to enable the Company to
obtain the benefit of an income tax deduction under the Code, and any related
state or local income tax laws.


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