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                                                                 Exhibit 10.1(a)


                        FORM OF ATHENA DIAGNOSTICS, INC.
                      2002 LONG TERM EQUITY INCENTIVE PLAN


         1. Purposes.
            --------

         The purposes of the 2002 Long Term Equity Incentive Plan are to advance
the interests of the Company and its shareholders by providing a means to
attract, retain and motivate employees, consultants and directors of the
Company, its Subsidiaries and Affiliates upon whose judgment, initiative and
efforts the continued success, growth and development of the Company is
dependent.

         2. Definitions.
            -----------

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan; provided that the Company directly or indirectly owns
at least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.

         (b) "Award" means any Option, SAR, Restricted Share, Restricted Share
Unit, Performance Share, Performance Unit, Dividend Equivalent or Other
Share-Based Award granted to an Eligible Person under the Plan.

         (c) "Award Agreement" means any written agreement, contract or other
instrument or document evidencing an Award.

         (d) "Beneficiary" means the person, persons, trust or trusts that have
been designated by an Eligible Person in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Person, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

         (e) "Board" means the Board of Directors of the Company.

         (f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to include
successor provisions thereto and regulations thereunder.


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                                      -2-

         (g) "Committee" means the Compensation Committee of the Board, or such
other Board committee (which may include the entire Board) as may be designated
by the Board to administer the Plan; provided, however, that unless otherwise
determined by the Board, the Committee shall consist of two or more directors of
the Company, each of whom is a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act and an "outside director" within the meaning
of Section 162(m) of the Code; and provided further that the mere fact that the
Committee shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee that is otherwise validly made
under the Plan.

         (h) "Company" means Athena Diagnostics, Inc., a corporation organized
under the laws of Delaware, or any successor corporation.

         (i) "Director" means a member of the Board who is not an employee of
the Company, a Subsidiary or an Affiliate.

         (j) "Dividend Equivalent" means a right, granted under Section 5(g), to
receive cash, Shares or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award, and may be paid
currently or on a deferred basis.

         (k) "Eligible Person" means (i) an employee of or consultant to the
Company, a Subsidiary or an Affiliate, including any director who is an
employee, or (ii) a Director. Notwithstanding any provisions of this Plan to the
contrary, an Award may be granted to a person, in connection with his or her
hiring or retention as an employee or consultant, prior to the date the employee
or consultant first performs services for the Company, a Subsidiary or an
Affiliate, provided that any such Award shall not become exercisable or vested
prior to the date the employee or consultant first performs such services as an
employee or consultant.

         (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include successor provisions thereto and regulations thereunder.

         (m) "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the mean between the high and
low selling prices per Share on the immediately preceding date (or, if the
Shares were not traded on that day, the next preceding day


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                                      -3-


that the Shares were traded) on the principal exchange or market system on which
the Shares are traded, as such prices are officially quoted on such exchange or
market sytem.

         (n) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

         (o) "NQSO" means any Option that is not an ISO.

         (p) "Option" means a right, granted under Section 5(b), to purchase
Shares.

         (q) "Other Share-Based Award" means a right, granted under Section
5(h), that relates to or is valued by reference to Shares.

         (r) "Participant" means an Eligible Person who has been granted an
Award under the Plan.

         (s) "Performance Share" means a performance share granted under Section
5(f).

         (t) "Performance Unit" means a performance unit granted under Section
5(f).

         (u) "Plan" means this 2001 Long Term Equity Incentive Plan.

         (v) "Restricted Shares" means an Award of Shares under Section 5(d)
that may be subject to certain restrictions and to a risk of forfeiture.

         (w) "Restricted Share Unit" means a right, granted under Section 5(e),
to receive Shares or cash at the end of a specified deferral period.

         (x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (y) "SAR" or "Share Appreciation Right" means the right, granted under
Section 5(c), to be paid an amount measured by the difference between the
exercise price of the right and the Fair Market Value of Shares on the date of
exercise of the right, with payment to be made in cash, Shares, or property as
specified in the Award or determined by the Committee.

         (z) "Shares" means common stock, $0.01 par value per share, of the
Company.


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                                      -4-

         (aa) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns shares
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

         3. Administration.
            --------------

         (a) Authority of the Committee. The Plan shall be administered by the
             --------------------------
Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

          (i) to select Eligible Persons to whom Awards may be granted;

          (ii) to designate Affiliates;

          (iii) to determine the type or types of Awards to be granted to each
     Eligible Person;

          (iv) to determine the type and number of Awards to be granted, the
     number of Shares to which an Award may relate, the terms and conditions of
     any Award granted under the Plan (including, but not limited to, any
     exercise price, grant price, or purchase price, and any bases for adjusting
     such exercise, grant or purchase price, the terms of any put or call rights
     with respect to an Award, any restriction or condition, any schedule for
     lapse of restrictions or conditions relating to transferability or
     forfeiture, exercisability, or settlement of an Award, and waiver or
     accelerations thereof, and waivers of performance conditions relating to an
     Award, based in each case on such considerations as the Committee shall
     determine), and all other matters to be determined in connection with an
     Award;

          (v) to determine whether, to what extent and under what circumstances
     an Award may be settled, or the exercise price of an Award may be paid, in
     cash, Shares, other Awards, or other property, or an Award may be canceled,
     forfeited, exchanged, or surrendered;

          (vi) to determine whether, to what extent and under what circumstances
     cash, Shares, other Awards, or other property payable with respect to an
     Award will be deferred either automatically, at the election of the
     Committee, or at the election of the Eligible Person;


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                                      -5-



          (vii) to prescribe the form of each Award Agreement, which need not be
     identical for each Eligible Person;

          (viii) to adopt, amend, suspend, waive and rescind such rules and
     regulations and appoint such agents as the Committee may deem necessary or
     advisable to administer the Plan;

          (ix) to correct any defect or supply any omission or reconcile any
     inconsistency in the Plan and to construe and interpret the Plan and any
     Award, rules and regulations, Award Agreement, or other instrument
     hereunder;

          (x) to accelerate the exercisability or vesting of all or any portion
     of any Award or to extend the period during which an Award is exercisable;
     and

          (xi) to make all other decisions and determinations as may be required
     under the terms of the Plan or as the Committee may deem necessary or
     advisable for the administration of the Plan.

     (b) Manner of Exercise of Committee Authority. The Committee shall have
         -----------------------------------------
sole discretion in exercising its authority under the Plan. Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on all
persons, including the Company, Subsidiaries, Affiliates, Eligible Persons, any
person claiming any rights under the Plan from or through any Eligible Person
and shareholders. The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be construed as limiting
any power or authority of the Committee. The Committee may delegate to other
members of the Board or officers or managers of the Company or any Subsidiary or
Affiliate the authority, subject to such terms as the Committee shall determine,
to perform administrative functions and, with respect to Awards granted to
persons not subject to Section 16 of the Exchange Act, to perform such other
functions as the Committee may determine, to the extent permitted under Rule
16b-3 (if applicable) and applicable law.

     (c) Limitation of Liability. Each member of the Committee shall be entitled
         -----------------------
to, in good faith, rely or act upon any report or other information furnished to
him or her by any officer or other employee of the Company or any Subsidiary or
Affiliate, the Company's independent certified public accountants or other
professional retained by the Company to assist in the administration of the
Plan. No member of the Committee, and no officer or employee


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                                      -6-

of the Company acting on behalf of the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Committee and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company with respect to any such
action, determination, or interpretation.

     (d) Limitation on Committee's Discretion. Anything in this Plan to the
         ------------------------------------
contrary notwithstanding, in the case of any Award that is intended to qualify
as "performance-based compensation" within the meaning of Section 162(m)(4)(C)
of the Code, if the Award Agreement so provides, the Committee shall have no
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its qualification as such
performance-based compensation.

     4. Shares Subject to the Plan.
        --------------------------

     (a) Subject to adjustment as provided in Section 4(c) hereof, the total
number of Shares reserved for issuance in connection with Awards under the Plan
shall be[ ]/1/ No Award may be granted if the number of Shares to which such
Award relates, when added to the number of Shares previously issued under the
Plan, exceeds the number of Shares reserved under the preceding sentence. If any
Awards are forfeited, canceled, terminated, exchanged or surrendered or such
Award is settled in cash or otherwise terminates without a distribution of
Shares to the Participant, any Shares counted against the number of Shares
reserved and available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, termination, cancellation, exchange
or surrender, again be available for Awards under the Plan. Upon the exercise of
any Award granted in tandem with any other Awards, such related Awards shall be
canceled to the extent of the number of Shares as to which the Award is
exercised.

     (b) Subject to adjustment as provided in Section 4(c) hereof, the maximum
number of Shares (i) with respect to which Options or SARs may be granted during
a calendar year to any Eligible Person under this Plan shall be [ ]/2/ Shares,
and (ii) with respect to Performance Shares, Performance Units, Restricted
Shares or Restricted Share Units intended to qualify as performance-based
compensation within the meaning of Section 162(m)(4)(C) of the Code shall be the
equivalent of [ ]/2/ Shares during a calendar year to any Eligible Person under
this Plan.

     (c) In the event that the Committee shall determine that any dividend in
Shares, recapitalization, Share split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Shares such that an
adjustment is appropriate in order to


--------
/1/  10% of the authorized.
/2/  To be determined following initial grants under the plan.


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                                      -7-

prevent dilution or enlargement of the rights of Eligible Persons under the
Plan, then the Committee shall make such equitable changes or adjustments as it
deems appropriate and, in such manner as it may deem equitable, adjust any or
all of (i) the number and kind of shares which may thereafter be issued under
the Plan, (ii) the number and kind of shares, other securities or other
consideration issued or issuable in respect of outstanding Awards, and (iii) the
exercise price, grant price, or purchase price relating to any Award; provided,
however, in each case that, with respect to ISOs, such adjustment shall be made
in accordance with Section 424(a) of the Code, unless the Committee determines
otherewise. In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria and performance objectives, if any,
included in, Awards in recognition of unusual or non-recurring events
(including, without limitation, events described in the preceding sentence)
affecting the Company or any Subsidiary or Affiliate or the financial statements
of the Company or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations, or accounting principles; provided, however, that,
if an Award Agreement specifically so provides, the Committee shall not have
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its qualification as
performance-based compensation for purposes of Section 162(m)(4)(C) of the Code
and the regulations thereunder.

     (d) Any Shares distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or treasury Shares including Shares
acquired by purchase in the open market or in private transactions.

     5. Specific Terms of Awards.
        ------------------------

     (a) General. Awards may be granted on the terms and conditions set forth in
         -------
this Section 5. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 7(d)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of termination of
service by the Eligible Person.

     (b) Options. The Committee is authorized to grant Options, which may be
         -------
NQSOs or ISOs and which may be reload Options, to Eligible Persons on the
following terms and conditions:

          (i) Exercise Price. The exercise price per Share purchasable under an
              --------------
     Option shall be determined by the Committee, and the Committee may, without
     limitation, set an exercise price that is based upon achievement of
     performance criteria if deemed appropriate by the Committee.


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                                      -8-

          (ii) Option Term. The term of each Option shall be determined by the
               -----------
     Committee.

          (iii) Time and Method of Exercise. The Committee shall determine at
                ---------------------------
     the date of grant or thereafter the time or times at which an Option may be
     exercised in whole or in part (including, without limitation, upon
     achievement of performance criteria if deemed appropriate by the
     Committee), the methods by which such exercise price may be paid or deemed
     to be paid (including, without limitation, broker-assisted exercise
     arrangements), the form of such payment (including, without limitation,
     cash, Shares, notes or other property), and the methods by which Shares
     will be delivered or deemed to be delivered to Eligible Persons; provided,
     however, that in no event may any portion of the exercise price be paid
     with Shares acquired either under an Award granted pursuant to this Plan,
     upon exercise of a stock option granted under another Company plan or as
     any other stock award granted under another Company plan unless, in any
     such case, the Shares were acquired and vested more than six months in
     advance of the date of exercise.

          (iv) Early Exercise. The Committee may provide at the time of grant or
               --------------
     any time thereafter, in its sole discretion, that any Option shall be
     exercisable with respect to Shares that otherwise would not then be
     exercisable, provided that, in connection with such exercise, the
     Participant enters into a form of Restricted Share agreement approved by
     the Committee.

          (v) ISOs. The terms of any ISO granted under the Plan shall comply in
              ----
     all respects with the provisions of Section 422 of the Code, including but
     not limited to the requirement that the ISO shall be granted within ten
     years from the earlier of the date of adoption and shareholder approval of
     the Plan. ISOs may only be granted to employees of the Company or a
     Subsidiary.

     (c) SARs. The Committee is authorized to grant SARs (Share Appreciation
Rights) to Eligible Persons on the following terms and conditions:

          (i) Right to Payment. An SAR shall confer on the Eligible Person to
              ----------------
     whom it is granted a right to receive with respect to each Share subject
     thereto, upon exercise thereof, the excess of (1) the Fair Market Value of
     one Share on the date of exercise (or, if the Committee shall so determine
     in the case of any such right, the Fair Market Value of one Share at any
     time during a specified period before or after the date of exercise) over
     (2) the exercise price of the SAR as determined by the Committee as of the
     date of

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                                      -9-

     grant of the SAR (which, in the case of an SAR granted in tandem with an
     Option, shall be equal to the exercise price of the underlying Option).

          (ii) Other Terms. The Committee shall determine, at the time of grant
               -----------
     or thereafter, the time or times at which an SAR may be exercised in whole
     or in part, the method of exercise, method of settlement, form of
     consideration payable in settlement, method by which Shares will be
     delivered or deemed to be delivered to Eligible Persons, whether or not an
     SAR shall be in tandem with any other Award, and any other terms and
     conditions of any SAR. Unless the Committee determines otherwise, an SAR
     (1) granted in tandem with an NQSO may be granted at the time of grant of
     the related NQSO or at any time thereafter and (2) granted in tandem with
     an ISO may only be granted at the time of grant of the related ISO.

     (d) Restricted Shares. The Committee is authorized to grant Restricted
         -----------------
Shares to Eligible Persons on the following terms and conditions:

          (i) Issuance and Restrictions. Restricted Shares shall be subject to
              -------------------------
     such restrictions on transferability and other restrictions, if any, as the
     Committee may impose at the date of grant or thereafter, which restrictions
     may lapse separately or in combination at such times, under such
     circumstances (including, without limitation, upon achievement of
     performance criteria if deemed appropriate by the Committee), in such
     installments, or otherwise, as the Committee may determine. Except to the
     extent restricted under the Award Agreement relating to the Restricted
     Shares, an Eligible Person granted Restricted Shares shall have all of the
     rights of a shareholder including, without limitation, the right to vote
     Restricted Shares and the right to receive dividends thereon. If the lapse
     of restrictions is conditioned on the achievement of performance criteria,
     the Committee shall select the criterion or criteria from the list of
     criteria set forth in Section 5(f)(i). The Committee must certify in
     writing prior to the lapse of restrictions conditioned on achievement of
     performance criteria that such performance criteria were in fact satisfied.

          (ii) Forfeiture. Except as otherwise determined by the Committee, at
               ----------
     the date of grant or thereafter, upon termination of service during the
     applicable restriction period, Restricted Shares and any accrued but unpaid
     dividends or dividend equivalents that are at that time subject to
     restrictions shall be forfeited; provided, however, that the Committee may
     provide, by rule or regulation or in any Award Agreement, or may determine
     in any individual case, that restrictions or forfeiture conditions relating
     to Restricted Shares will be waived in whole or in part in the event of
     terminations

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                                      -10-


     resulting from specified causes, and the Committee may in other cases waive
     in whole or in part the forfeiture of Restricted Shares.

          (iii) Certificates for Shares. Restricted Shares granted under the
                -----------------------
     Plan may be evidenced in such manner as the Committee shall determine. If
     certificates representing Restricted Shares are registered in the name of
     the Eligible Person, such certificates shall bear an appropriate legend
     referring to the terms, conditions, and restrictions applicable to such
     Restricted Shares, and the Company shall retain physical possession of the
     certificate.

          (iv) Dividends. Dividends paid on Restricted Shares shall be either
               ---------
     paid at the dividend payment date, or deferred for payment to such date as
     determined by the Committee, in cash or in unrestricted Shares having a
     Fair Market Value equal to the amount of such dividends. Shares distributed
     in connection with a Share split or dividend in Shares, and other property
     distributed as a dividend, shall be subject to restrictions and a risk of
     forfeiture to the same extent as the Restricted Shares with respect to
     which such Shares or other property has been distributed.

          (v) Early Exercise Options. The Committee shall award Restricted
              ----------------------
     Shares to a Participant upon the Participant's early exercise of an Option
     under Section 5(b)(iv) hereof. Unless otherwise determined by the
     Committee, the lapse of restrictions with respect to such Restricted Shares
     shall occur on the same schedule as the vesting of the Option for which the
     Restricted Shares were exercised.

          (e) Restricted Share Units. The Committee is authorized to grant
              ----------------------
Restricted Share Units to Eligible Persons, subject to the following terms and
conditions:

          (i) Award and Restrictions. Delivery of Shares or cash, as the case
              ----------------------
     may be, will occur upon expiration of the deferral period specified for
     Restricted Share Units by the Committee (or, if permitted by the Committee,
     as elected by the Eligible Person). In addition, Restricted Share Units
     shall be subject to such restrictions as the Committee may impose, if any
     (including, without limitation, the achievement of performance criteria if
     deemed appropriate by the Committee), at the date of grant or thereafter,
     which restrictions may lapse at the expiration of the deferral period or at
     earlier or later specified times, separately or in combination, in
     installments or otherwise, as the Committee may determine. If the lapse of
     restrictions is conditioned on the achievement of performance criteria, the
     Committee shall select the criterion or criteria from the list of criteria
     set forth in Section 5(f)(i). The Committee must certify in writing prior
     to the lapse of


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                                      -11-

     restrictions conditioned on the achievement of performance criteria that
     such performance criteria were in fact satisfied.

          (ii) Forfeiture. Except as otherwise determined by the Committee at
               ----------
     date of grant or thereafter, upon termination of service (as determined
     under criteria established by the Committee) during the applicable deferral
     period or portion thereof to which forfeiture conditions apply (as provided
     in the Award Agreement evidencing the Restricted Share Units), or upon
     failure to satisfy any other conditions precedent to the delivery of Shares
     or cash to which such Restricted Share Units relate, all Restricted Share
     Units that are at that time subject to deferral or restriction shall be
     forfeited; provided, however, that the Committee may provide, by rule or
     regulation or in any Award Agreement, or may determine in any individual
     case, that restrictions or forfeiture conditions relating to Restricted
     Share Units will be waived in whole or in part in the event of termination
     resulting from specified causes, and the Committee may in other cases waive
     in whole or in part the forfeiture of Restricted Share Units.

     (f) Performance Shares and Performance Units. The Committee is authorized
         ----------------------------------------
to grant Performance Shares or Performance Units or both to Eligible Persons on
the following terms and conditions:

          (i) Performance Period. The Committee shall determine a performance
              ------------------
     period (the "Performance Period") of one or more years and shall determine
     the performance objectives for grants of Performance Shares and Performance
     Units. Performance objectives may vary from Eligible Person to Eligible
     Person and shall be based upon one or more of the following performance
     criteria as the Committee may deem appropriate: appreciation in value of
     the Shares; total shareholder return; earnings per share; operating income;
     net income; pro forma net income; return on equity; return on designated
     assets; return on capital; economic value added; earnings; earnings before
     interest, taxes, depreciation and amortization; revenues; expenses;
     operating profit margin; operating cash flow; free cash flow; cash flow
     return on investment; net profit margin; or any of the above criteria as
     compared to the performance of a published or special index deemed
     applicable by the Committee, including, but not limited, the Standard &
     Poor's 500 Stock Index. The performance objectives may be determined by
     reference to the performance of the Company, or of a Subsidiary or
     Affiliate, or of a division or unit of any of the foregoing. Performance
     Periods may overlap and Eligible Persons may participate simultaneously
     with respect to

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                                      -12-

     Performance Shares and Performance Units for which different Performance
     Periods are prescribed.

          (ii) Award Value. At the beginning of a Performance Period, the
               -----------
     Committee shall determine for each Eligible Person or group of Eligible
     Persons with respect to that Performance Period the range of number of
     Shares, if any, in the case of Performance Shares, and the range of dollar
     values, if any, in the case of Performance Units, which may be fixed or may
     vary in accordance with such performance or other criteria specified by the
     Committee, which shall be paid to an Eligible Person as an Award if the
     relevant measure of Company performance for the Performance Period is met.
     The Committee must certify in writing that the applicable performance
     criteria were satisfied prior to payment under any Performance Shares or
     Performance Units.

          (iii) Significant Events. If during the course of a Performance Period
                ------------------
     there shall occur significant events as determined by the Committee which
     the Committee expects to have a substantial effect on a performance
     objective during such period, the Committee may revise such objective;
     provided, however, that, if an Award Agreement so provides, the Committee
     shall not have any discretion to increase the amount of compensation
     payable under the Award to the extent such an increase would cause the
     Award to lose its qualification as performance-based compensation for
     purposes of Section 162(m)(4)(C) of the Code and the regulations
     thereunder.

          (iv) Forfeiture. Except as otherwise determined by the Committee, at
               ----------
     the date of grant or thereafter, upon termination of service during the
     applicable Performance Period, Performance Shares and Performance Units for
     which the Performance Period was prescribed shall be forfeited; provided,
     however, that the Committee may provide, by rule or regulation or in any
     Award Agreement, or may determine in an individual case, that restrictions
     or forfeiture conditions relating to Performance Shares and Performance
     Units will be waived in whole or in part in the event of terminations
     resulting from specified causes, and the Committee may in other cases waive
     in whole or in part the forfeiture of Performance Shares and Performance
     Units.

          (v) Payment. Each Performance Share or Performance Unit may be paid in
              -------
     whole Shares, or cash, or a combination of Shares and cash either as a lump
     sum payment or in installments, all as the Committee shall determine, at
     the time of grant of the Performance Share or Performance Unit or
     otherwise, commencing as soon as practicable after the end of the relevant


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                                      -13-

     Performance Period. The Committee must certify in writing prior to the
     payment of any Performance Share or Performance Unit that the performance
     objectives and any other material terms were in fact satisfied.

     (g) Dividend Equivalents. The Committee is authorized to grant Dividend
         --------------------
Equivalents to Eligible Persons. The Committee may provide, at the date of grant
or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares, or
other investment vehicles as the Committee may specify, provided that Dividend
Equivalents (other than freestanding Dividend Equivalents) shall be subject to
all conditions and restrictions of the underlying Awards to which they relate.

     (h) Other Share-Based Awards. The Committee is authorized, subject to
         ------------------------
limitations under applicable law, to grant to Eligible Persons such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares, as deemed by the Committee to
be consistent with the purposes of the Plan, including, without limitation,
unrestricted shares awarded purely as a "bonus" and not subject to any
restrictions or conditions, other rights convertible or exchangeable into
Shares, purchase rights for Shares, Awards with value and payment contingent
upon performance of the Company or any other factors designated by the
Committee, and Awards valued by reference to the performance of specified
Subsidiaries or Affiliates. The Committee shall determine the terms and
conditions of such Awards at date of grant or thereafter. Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 5(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
notes or other property, as the Committee shall determine. Cash awards, as an
element of or supplement to any other Award under the Plan, shall also be
authorized pursuant to this Section 5(h).

     6. Certain Provisions Applicable to Awards.
        ---------------------------------------

     (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted
         -----------------------------------------------------
under the Plan may, in the discretion of the Committee, be granted to Eligible
Persons either alone or in addition to, in tandem with, or in exchange or
substitution for, any other Award granted under the Plan or any award granted
under any other plan or agreement of the Company, any Subsidiary or Affiliate,
or any business entity to be acquired by the Company or a Subsidiary or
Affiliate, or any other right of an Eligible Person to receive payment from the
Company or any Subsidiary or Affiliate. Awards may be granted in addition to or
in tandem with such other Awards or awards, and may be granted either as of the
same time as or a different time from the grant of such other Awards or awards.
The per Share exercise price of any Option, grant price of any SAR, or purchase
price of any other Award conferring a right to purchase Shares that is granted,

<PAGE>

                                      -14-

in connection with the substitution of awards granted under any other plan or
agreement of the Company or any Subsidiary or Affiliate or any business entity
to be acquired by the Company or any Subsidiary or Affiliate, shall be
determined by the Committee, in its discretion.

     (b) Term of Awards. The term of each Award granted to an Eligible Person
         --------------
shall be for such period as may be determined by the Committee; provided,
however, that in no event shall the term of any ISO or an SAR granted in tandem
therewith exceed a period of ten years from the date of its grant (or such
shorter period as may be applicable under Section 422 of the Code.

     (c) Form of Payment Under Awards. Subject to the terms of the Plan and any
         ----------------------------
applicable Award Agreement, payments to be made by the Company or a Subsidiary
or Affiliate upon the grant, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes or other property, and may be
made in a single payment or transfer, in installments, or on a deferred basis.
The Committee may make rules relating to installment or deferred payments with
respect to Awards, including the rate of interest to be credited with respect to
such payments, and the Committee may require deferral of payment under an Award
if, in sole judgment of the Committee, it may be necessary in order to avoid
nondeductibility of the payment under Section 162(m) of the Code.

     (d) Nontransferability. Unless otherwise set forth by the Committee in an
         ------------------
Award Agreement, Awards shall be transferable by an Eligible Person only by will
or the laws of descent and distribution (or pursuant to a Beneficiary
designation) and shall be exercisable during the lifetime of an Eligible Person
only by such Eligible Person or his guardian or legal representative. An
Eligible Person's rights under the Plan may not be pledged, mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to claims of the
Eligible Person's creditors.

     (e) Noncompetition; Nonsolicitation. The Committee may, by way of the Award
         -------------------------------
Agreements or otherwise, establish such other terms, conditions, restrictions
and/or limitations, if any, on any Award, provided they are not inconsistent
with the Plan, including, without limitation, the requirement that the
Participant not, directly or indirectly, engage in competition with, or solicit
or cause to be solicited employees or customers of, the Company or any
Subsidiary or Affiliate.

     7. General Provisions.
        ------------------

     (a) Compliance with Legal and Trading Requirements. The Plan, the granting
         ----------------------------------------------
and exercising of Awards thereunder, and the other obligations of the Company


<PAGE>

                                      -15-

under the Plan and any Award Agreement, shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Award
until completion of such stock exchange or market system listing or registration
or qualification of such Shares or other required action under any state or
federal law, rule or regulation as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules and regulations. No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under federal or state law. The Shares issued under the
Plan may be subject to such other restrictions on transfer as determined by the
Committee.

     (b) No Right to Continued Employment or Service. Neither the Plan nor any
         -------------------------------------------
action taken thereunder shall be construed as giving any employee, consultant or
director the right to be retained in the employ or service of the Company or any
of its Subsidiaries or Affiliates, nor shall it interfere in any way with the
right of the Company or any of its Subsidiaries or Affiliates to terminate any
employee's, consultant's or director's employment or service at any time.

     (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to
         -----
withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other payment
to an Eligible Person, amounts of withholding and other taxes due in connection
with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Eligible Persons to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Person's tax obligations;
provided, however, that the amount of tax withholding to be satisfied by
withholding Shares shall be limited to the minimum amount of taxes, including
employment taxes, required to be withheld under applicable federal, state and
local law.

     (d) Changes to the Plan and Awards. The Board may amend, alter, suspend,
         ------------------------------
discontinue, or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of shareholders of the Company or
Participants, except that any such amendment or alteration as it applies to ISOs
shall be subject to the approval of the Company's shareholders to the extent
such shareholder approval is required under Section 422 of the Code; provided,
however, that, without the consent of an affected Participant, no amendment,
alteration, suspension, discontinuation, or termination of the Plan may
materially and adversely affect the rights of such Participant under


<PAGE>

                                      -16-


any Award theretofore granted to him or her. The Committee may waive any
conditions or rights under, amend any terms of, or amend, alter, suspend,
discontinue or terminate, any Award theretofore granted, prospectively or
retrospectively; provided, however, that, without the consent of a Participant,
no amendment, alteration, suspension, discontinuation or termination of any
Award may materially and adversely affect the rights of such Participant under
any Award theretofore granted to him or her.

     (e) No Rights to Awards; No Shareholder Rights. No Eligible Person or
         ------------------------------------------
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Eligible Persons and employees.
No Award shall confer on any Eligible Person any of the rights of a shareholder
of the Company unless and until Shares are duly issued or transferred to the
Eligible Person in accordance with the terms of the Award.

     (f) Unfunded Status of Awards. The Plan is intended to constitute an
         -------------------------
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Company's obligations under the Plan to deliver cash, Shares, other Awards or
other property pursuant to any Award, which trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.

     (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
         --------------------------
Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of options and other awards otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.

     (h) Not Compensation for Benefit Plans. No Award payable under this Plan
         ----------------------------------
shall be deemed salary or compensation for the purpose of computing benefits
under any benefit plan or other arrangement of the Company for the benefit of
its employees, consultants or directors unless the Company shall determine
otherwise.

     (i) No Fractional Shares. No fractional Shares shall be issued or delivered
         --------------------
pursuant to the Plan or any Award. The Committee shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.


<PAGE>

                                      -17-


     (j) Governing Law. The validity, construction, and effect of the Plan, any
         -------------
rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the laws of Delaware without giving effect to
principles of conflict of laws thereof.

     (k) Effective Date; Plan Termination. The Plan shall become effective as of
         --------------------------------
_________________ (the "Effective Date"). The Plan shall terminate as to future
awards on the date that is ten (10) years after the Effective Date. Termination
of the Plan shall not affect Awards granted prior to such termination.

     (l) Titles and Headings. The titles and headings of the sections in the
         -------------------
Plan are for convenience of reference only. In the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.