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                                                                 EXHIBIT 10.15


                               MSN HOLDINGS, INC.
                            2001 STOCK INCENTIVE PLAN

            SECTION 1. PURPOSE.

            The Plan is intended as an incentive to improve the performance,
encourage the continued employment and increase the proprietary interest of
certain directors, officers, advisors, employees and independent consultants of
the Company, participating in the Plan. The Plan is designed to grant such
directors, officers, advisors, employees and independent consultants the
opportunity to share in the Company's long-term success through stock ownership
and to afford them the opportunity for additional compensation related to the
value of Stock of the Company. It is intended that certain options granted under
this Plan may qualify as "incentive stock options" under Section 422 of the
Code.

            SECTION 2. DEFINITIONS.

            (a) "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.

            (b) "AWARD" means any right granted under the Plan, including any
Incentive Stock Option, Nonqualified Stock Option, or Restricted Stock.

            (c) "BOARD" means the Board of Directors of the Company.

            (d) "CAUSE" means, in the absence of any such an employment,
consulting or other agreement otherwise defining Cause, (i) incompetence, fraud,
personal dishonesty, embezzlement or acts of gross negligence or gross
misconduct on the part of Participant in the course of his or her employment or
services, (ii) a Participant's engagement in conduct that is materially
injurious to the Company or an Affiliate, (iii) a Participant's conviction by a
court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x)
a felony, or (y) any other criminal charge (other than minor traffic violations)
which could reasonably be expected to have a material adverse impact on the
Company's or an Affiliate's reputation or business; (iv) public or consistent
drunkenness by a Participant or his illegal use of narcotics which is, or could
reasonably be expected to become, materially injurious to the reputation or
business of the Company or an Affiliate or which impairs, or could reasonably be
expected to impair, the performance of a Participant's duties to the Company or
an Affiliate; or (v) willful failure by a Participant to follow the lawful
directions of a superior officer or the Board.

            (e) "CODE" means the Internal Revenue Code of 1986, as amended.

            (f) "COMMITTEE" means the Board or such other committee of at least
two persons as the Board may appoint to administer the Plan; provided, however,
upon and after the time that the Company first becomes subject to Section 16(b)
of the Exchange Act, each member of the Committee shall, if practicable, be a
"nonemployee director" within the meaning of the rules

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promulgated under Section 16(b) and an "outside director" within the meaning of
Section 162(m) of the Code.

            (g) "COMPANY" means MSN Holdings, Inc., a Delaware corporation.

            (h) "CONSULTANT" means any person, including any advisor, engaged by
the Company or an Affiliate to render consulting, advisory or other services and
who is compensated for such services. The term Consultant shall not include any
Director.

            (i) "DIRECTOR" means any non-employee director of either the Board
or the board of directors of an Affiliate.

            (j) "DISABILITY" means the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code.

            (k) "DISQUALIFYING DISPOSITION" means any disposition (including any
sale) of Stock acquired by exercise of an Incentive Stock Option made within the
period which is (a) two years after the date the Participant was granted the
Incentive Stock Option or (b) one year after the date the Participant acquired
Stock by exercising the Incentive Stock Option.

            (l) "ELIGIBLE PERSONS" means any (i) Employee, (ii) Director or
(iii) Consultant.

            (m) "EMPLOYEE" means any person employed by the Company or an
Affiliate.

            (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            (o) "FAIR MARKET VALUE" means (i) prior to an IPO, the fair market
value per share of Stock, on a fully diluted basis, determined by the Board in
good faith, (ii) at the time of an IPO, the per share price to the public in
such IPO less any per share underwriting discount, and (iii) after an IPO, (A)
if the Stock is listed on a national securities exchange, the mean between the
highest and lowest sale prices reported as having occurred on the primary
exchange with which the Stock is listed and traded on the date prior to such
date, or, if there is no such sale on that date, then on the last preceding date
on which such a sale was reported, or (B) if the Stock is not listed on any
national securities exchange but is quoted in the National Market System of the
National Association of Securities Dealers Automated Quotation System on a last
sale basis, the average between the high bid price and low ask price reported on
the date prior to such date, or, if there is no such sale on that date then on
the last preceding date on which such a sale was reported. If, after an IPO, the
Stock is not quoted on NASDAQ-NMS or listed on an exchange, or representative
quotes are not otherwise available, the Fair Market Value shall mean the amount
determined by the Board in good faith to be the fair market value per share of
Stock, on a fully diluted basis.

            (p) "FORM S-8" means a Form S-8 Registration Statement filed under
the Securities Act.

            (q) "IPO" means an initial public offering of the Stock registered
under the Securities Act pursuant to an effective registration statement.


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            (r) "IPO DATE" means the effective date of the IPO.

            (s) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

            (t) "NONQUALIFIED STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

            (u) "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option granted pursuant to the Plan.

            (v) "OPTION AGREEMENT" means a written agreement between the Company
and a Participant evidencing the terms and conditions of an individual Option
grant.

            (w) "PARTICIPANT" means a person to whom an Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Award.

            (x) "PLAN" means the MSN Holdings, Inc. 2001 Stock Incentive Plan.

            (y) "RESTRICTED STOCK" means shares of Stock issued or transferred
to a Participant subject to forfeiture and the other restrictions set forth in
Section 7 hereof.

            (z) "RESTRICTED STOCK AGREEMENT" means a written agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Restricted Stock grant.

            (aa) "RULE 701" means Rule 701 promulgated under the Securities Act.

            (bb) "SECURITIES ACT" means the Securities Act of 1933, as amended.

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

            SECTION 3. ADMINISTRATION.

            (a) GENERAL. The Plan shall be administered by the Committee.

            (b) POWERS OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have sole authority, in its absolute discretion:

                  (i) To determine from time to time which of the Eligible
Persons shall be granted Awards, when and how each Award shall be granted, what
type or combination of types of Award shall be granted, the provisions of each
Award granted (which need not be identical), including the time or times when a
person shall be permitted to receive Stock pursuant to an Award, and the number
of shares of Stock with respect to which an Award shall be granted to each such
person;


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                  (ii) To construe and interpret the Plan and Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration;

                  (iii) To amend the Plan or an Award as provided in Section 15;
and

                  (iv) To exercise such powers and to perform such acts as the
Committee deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

            (c) COMMITTEE DETERMINATIONS. All determinations, interpretations
and constructions made by the Committee in good faith shall not be subject to
review by any person and shall be final, binding and conclusive on all persons.

            SECTION 4. STOCK SUBJECT TO THE PLAN.

            (a) SHARE RESERVE. Subject to Section 9 hereof relating to
adjustments, the total number of shares of Stock which may be granted pursuant
to Awards hereunder shall not exceed, in the aggregate, 741,030 shares of Stock.

            (b) SOURCE. The stock to be granted or optioned under the Plan shall
be shares of authorized but unissued Stock or previously issued shares of Stock
reacquired by the Company on the open market or by private purchase.

            (c) REVERSION OF SHARES. If any Award shall for any reason expire,
be forfeited or otherwise terminate, in whole or in part, the shares of Stock
not acquired under such Award shall revert to and again become available for
issuance under the Plan.

            (d) 162(M) LIMITATION. Subject to the provisions of Section 9
relating to adjustments upon changes in the shares of Stock, no Employee shall
be eligible to be granted Awards covering more than 200,000 shares of Stock
during any calendar year. This subsection (d) shall not apply prior to the IPO
Date and, following the IPO Date, this subsection (d) shall not apply until (i)
the earliest of: (1) the first material modification of the Plan (including any
increase in the number of shares of Stock reserved for issuance under the Plan
in accordance with Section 4(a)); (2) the issuance of all of the shares of Stock
reserved for issuance under the Plan; (3) the expiration of the Plan; or (4) the
first meeting of stockholders at which directors are to be elected that occurs
after the close of the third calendar year following the calendar year in which
occurred the first registration of an equity security under Section 12 of the
Exchange Act; or (ii) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder.

            SECTION 5. ELIGIBILITY.

            (a) GENERAL. Participation shall be limited to Eligible Persons who
have received written notification from the Committee, or from a person
designated by the Committee, that they have been selected to participate in the
Plan. Except in the case of Incentive Stock Options, Awards may be granted to
Employees, Directors and Consultants.


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            (b) INCENTIVE STOCK OPTION LIMITATION. Incentive Stock Options may
be granted only to Employees.

            (c) CONSULTANT LIMITATION.

                  (i) Prior to the IPO Date, a Consultant shall not be eligible
for the grant of an Award if, at the time of grant, either the offer or the sale
of the Company's securities to such Consultant is not exempt under Rule 701
because of the nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or as otherwise
provided by Rule 701, unless the Company determines that such grant need not
comply with the requirements of Rule 701 and will satisfy another exemption
under the Securities Act as well as comply with the securities laws of all other
relevant jurisdictions.

                  (ii) From and after the IPO Date, a Consultant shall not be
eligible for the grant of an Award if, at the time of grant, a Form S-8 is not
available to register either the offer or the sale of the Company's securities
to such Consultant because of the nature of the services that the Consultant is
providing to the Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of Form S-8, unless the
Company determines both (A) that such grant (1) shall be registered in another
manner under the Securities Act (E.G., on a Form S-3 Registration Statement) or
(2) does not require registration under the Securities Act in order to comply
with the requirements of the Securities Act, if applicable, and (B) that such
grant complies with the securities laws of all other relevant jurisdictions.

            SECTION 6. OPTIONS.

            (a) GENERAL. Options granted hereunder shall be in such form and
shall contain such terms and conditions as the Committee shall deem appropriate.
All Options shall be separately designated Incentive Stock Options or
Nonqualified Stock Options at the time of grant, and, if certificates are
issued, a separate certificate or certificates will be issued for shares of
Common Stock purchased on exercise of each type of Option. The provisions of
separate Options shall be set forth in an Option Agreement, which agreements
need not be identical, and each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the substance of each
of the following provisions:

                  (i) TERM. Subject to Section 6(b) hereof in the case of
Incentive Stock Options, no Option granted hereunder shall be exercisable after
the expiration of ten (10) years from the date it was granted.

                  (ii) EXERCISE PRICE. Subject to Section 6(b) hereof in the
case of Incentive Stock Options, the exercise price per share of Stock for each
Option shall be set by the Committee at the time of grant but shall not be less
than the par value per share of Stock; PROVIDED, HOWEVER, that following the
date that the exemption from the application of Section 162(m) of the Code (or
any other exemption having similar effect) ceases to apply to Options, all
Options intended to qualify as "performance-based compensation" under Section
162(m) of the Code shall have an exercise price per share of Stock no less than
the Fair Market Value of a share of Stock on the date of grant.


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                  (iii) PAYMENT FOR STOCK. Payment for shares of Stock acquired
pursuant to Options granted hereunder shall be made in full, upon exercise of
the Options (i) in immediately available funds in United States dollars, by
certified or bank cashier's check, (ii) by surrender to the Company of shares of
Stock which have either (A) have been held by the Holder for at least
six-months, or (B) were acquired from a person other than the Company, (iii) by
a combination of (i) and (ii), (iv) following an IPO, in consideration received
by the Company under a formal cashless exercise program maintained with an
outside broker adopted by the Committee in connection with the Plan, or (v) by
any other means approved by the Committee.

                  (iv) VESTING. Options shall vest and become exercisable in
such manner and on such date or dates set forth in the Option Agreement, as may
be determined by the Committee; provided, however, that notwithstanding any
vesting dates set by the Committee, the Committee may in its sole discretion
accelerate the vesting of any Option, which acceleration shall not affect the
terms and conditions of any such Option other than with respect to vesting.
Unless otherwise specifically determined by the Committee, the vesting of an
Option shall occur only while the Participant is employed or rendering services
to the Company or its Affiliates and all vesting shall cease upon a
Participant's termination of employment or services for any reason. If an Option
is exercisable in installments, such installments or portions thereof which
become exercisable shall remain exercisable until the Option expires.

                  (v) TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Participant only by the Participant;
provided, however, that the Participant may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Participant, shall thereafter be entitled to
exercise the Option. Notwithstanding the foregoing, a Nonqualified Stock Option
shall be transferable to the extent provided in the Option Agreement.

                  (vi) EARLY EXERCISE. The Option Agreement may, but need not,
include a provision whereby the Participant may elect at any time before the
Participant's employment or service terminates to exercise the Option as to any
part or all of the shares of Stock subject to the Option prior to the full
vesting of the Option. Any unvested shares of Stock so purchased shall be
subject to a repurchase option in favor of the Company and to any other
restriction the Committee determines to be appropriate.

            (b) SPECIAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS.

                  (i) EXERCISE PRICE OF INCENTIVE STOCK OPTIONS. Subject to the
provisions of subsection (ii) hereof, the exercise price of each Incentive Stock
Option shall be not less than one hundred percent (100%) of the Fair Market
Value of the Stock subject to the Option on the date the Option is granted.

                  (ii) TEN PERCENT (10%) SHAREHOLDERS. No Incentive Stock Option
may be granted to an Employee who, at the time the option is granted, owns
directly, or indirectly within the meaning of Section 424(d) of the Code, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any parent or subsidiary thereof, unless
such option (A) has an exercise price of at least one hundred ten


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percent (110%) of the Fair Market Value on the date of the grant of such option;
and (B) cannot be exercised more than five (5) years after the date it is
granted.

                  (iii) $100,000 LIMITATION. To the extent the aggregate Fair
Market Value (determined as of the date of grant) of Stock for which Incentive
Stock Options are exercisable for the first time by any Participant during any
calendar year (under all plans of the Company and its Affiliates) exceeds
$100,000, such excess Incentive Stock Options shall be treated as Nonqualified
Stock Options.

                  (iv) DISQUALIFYING DISPOSITIONS. Each Participant who receives
an Incentive Stock Option must agree to notify the Company in writing
immediately after the Participant makes a Disqualifying Disposition of any Stock
acquired pursuant to the exercise of an Incentive Stock Option.

            SECTION 7. RESTRICTED STOCK.

            (a) GENERAL. Restricted Stock granted hereunder shall be in such
form and shall contain such terms and conditions as the Committee shall deem
appropriate. The terms and conditions of each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement. Subject to the restrictions set forth
in Section 7(b), the Participant shall generally have the rights and privileges
of a stockholder as to such Restricted Stock, including the right to vote such
Restricted Stock. At the discretion of the Committee, cash dividends and stock
dividends, if any, with respect to the Restricted Stock may be either currently
paid to the Participant or withheld by the Company for the Participant's
account. Unless otherwise determined by the Committee no interest will accrue or
be paid on the amount of any cash dividends withheld. Unless otherwise
determined by the Committee, cash dividends or stock dividends so withheld by
the Committee shall be subject to forfeiture to the same degree as the shares of
Restricted Stock to which they relate.

            (b) RESTRICTIONS. In addition to any other restrictions set forth in
a Participant's Restricted Stock Agreement, until the expiration of the
applicable restricted period set forth in such Restricted Stock Agreement, the
Participant shall not be permitted to sell, transfer, pledge, or otherwise
encumber the Restricted Stock. The Committee shall have the authority to remove
any or all of the restrictions on the Restricted Stock whenever it may determine
that, by reason of changes in applicable laws or other changes in circumstances
arising after the date of the Restricted Stock Award, such action is
appropriate.

            (c) CERTIFICATES. Stock certificates for Restricted Stock shall be
registered in the name of the Participant but shall be appropriately legended
and returned to the Company by the Participant, together with a stock power,
endorsed in blank by the Participant. Notwithstanding the foregoing, the
Committee may determine, in its sole discretion, that the Restricted Stock shall
be held in book entry form rather than delivered to the Participant pending the
release of the applicable restrictions.

            (d) LEGENDS. Each certificate representing Restricted Stock awarded
under the Plan shall bear a legend in the following form until the end of the
applicable restricted period with respect to such Stock:


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                  "Transfer of this certificate and the shares represented
      hereby is restricted pursuant to the terms of a Restricted Stock
      Agreement, dated as of _____________, between MSN Holdings, Inc. and
      __________________________. A copy of such Agreement is on file at the
      offices of MSN Holdings, Inc."

            SECTION 8. REPURCHASE OF STOCK.

            An Award agreement may provide that at any time prior to the IPO
Date, upon any termination of a Participant's employment or service, the
Committee may, in its discretion, and on terms it considers appropriate, require
a Participant, or the executors or administrators of a Participant's estate, to
sell back to the Company all of the shares of Stock acquired through any Award
at a price equal to the Fair Market Value at the time of such repurchase;
provided, however, that except due to unforeseen circumstances, the Committee
shall not exercise its repurchase right prior to the six-month anniversary of
the date of grant, in the case of Restricted Stock, or the date of exercise, in
the case of an Option.

            SECTION 9. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

            (a) CAPITALIZATION ADJUSTMENTS. The aggregate number of shares of
Stock which may be granted or purchased pursuant to Awards granted hereunder,
the number of shares of Stock covered by each outstanding Award, the maximum
number of shares of Stock with respect to which any one person may be granted
Options in any calendar year, and the price per share thereof in each such Award
shall be appropriately adjusted for any increase or decrease in the number of
outstanding shares of stock resulting from a stock split or other subdivision or
consolidation of shares of Stock or for other capital adjustments or payments of
stock dividends or distributions or other increases or decreases in the
outstanding shares of Stock without receipt of consideration by the Company. Any
adjustment shall be conclusively determined by the Committee.

            (b) CORPORATE EVENTS. If the Company shall be sold, reorganized,
consolidated, or merged with another corporation, or if all or substantially all
of the assets of the Company shall be sold or exchanged (a "CORPORATE EVENT"),
the Committee shall make such substitution or adjustment, if any, as it deems to
be equitable, as to the number or kind of shares of Stock or other securities
issued or reserved for issuance pursuant to the Plan, and the number or kind of
shares of Stock or other securities covered by outstanding Awards, and the price
thereof. In instances where another corporation or other business entity is
being acquired by the Company, and the Company has assumed outstanding employee
option grants and/or the obligation to make future or potential grants under a
prior existing plan of the acquired entity, similar adjustments are permitted at
the discretion of the Committee. If the Company is not the ultimate surviving
parent corporation in such Corporate Event, the Company shall require the
successor corporation or parent thereof to assume such outstanding Awards;
provided, however, the Committee may, in its discretion and in lieu of requiring
such assumption, (x) provide that all outstanding Awards shall terminate as of
the consummation of such Corporate Event, and accelerate the exercisability of,
or cause all vesting restrictions to lapse on, all outstanding Awards to a date
at least ten days prior to the date of such Corporate Event and/or (y) provide
that holders of Awards will receive a cash payment in respect of cancellation of
their Awards based on the amount (if any) by which


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the per share consideration being paid for the Stock in connection with such
Corporate Event, and in the case of Options, less any applicable exercise price.

            (c) FRACTIONAL SHARES. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
option.

            SECTION 10. USE OF PROCEEDS.

            The proceeds received from the sale of Stock pursuant to the Plan
shall be used for general corporate purposes.

            SECTION 11. RIGHTS AND PRIVILEGES AS A STOCKHOLDER.

            Except as otherwise specifically provided in the Plan, no person
shall be entitled to the rights and privileges of stock ownership in respect of
shares of Stock which are subject to Awards hereunder until such shares have
been issued to that person.

            SECTION 12. EMPLOYMENT OR SERVICE RIGHTS.

            No individual shall have any claim or right to be granted an Award
under the Plan or, having been selected for the grant of an Award, to be
selected for a grant of any other Award. Neither the Plan nor any action taken
hereunder shall be construed as giving any individual any right to be retained
in the employ or service of the Company or an Affiliate.

            SECTION 13. COMPLIANCE WITH LAWS.

            The obligation of the Company to make payment of Awards in Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and
to such approvals by governmental agencies as may be required. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under
no obligation to offer to sell or to sell and shall be prohibited from offering
to sell or selling any shares of Stock pursuant to an Award unless such shares
have been properly registered for sale pursuant to the Securities Act with the
Securities and Exchange Commission or unless the Company has received an opinion
of counsel, satisfactory to the Company, that such shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale or resale under the
Securities Act any of the shares of Stock to be offered or sold under the Plan
or any shares of Stock issues upon exercise of Options. If the shares of Stock
offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may restrict
the transfer of such shares and may legend the Stock certificates representing
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.

            SECTION 14. WITHHOLDING OBLIGATIONS.

            In addition to the Company's right to withhold from any compensation
paid to the Participant by the Company, a Participant may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of Stock under an Award by tendering a cash


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payment or, in the sole discretion of the Committee, by any of the following
means or by a combination of such means: (i) authorizing the Company to withhold
shares of Stock from the shares of Stock otherwise issuable to the Participant
as a result of the exercise or acquisition of Stock under the Award, provided,
however, that no shares of Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (ii) delivering to the Company
owned and unencumbered shares of Stock.

            SECTION 15. AMENDMENT OF THE PLAN OR AWARDS.

            (a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan; provided, however, that without further stockholder approval
the Board shall not make any amendment to the Plan which would increase the
maximum number of shares of Stock which may be issued pursuant to Awards under
the Plan, except as contemplated by Section 9 hereof.

            (b) NO IMPAIRMENT OF RIGHTS. Rights under any Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

            (c) AMENDMENT OF STOCK AWARDS. The Committee, at any time, and from
time to time, may amend the terms of any one or more Awards; provided, however,
that the rights under any Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

            SECTION 16. TERMINATION OR SUSPENSION OF THE PLAN.

            The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.

            SECTION 17. EFFECTIVE DATE OF THE PLAN.

            The Plan is effective as of ____________, 2001, the date upon which
the Board approved the Plan.

            SECTION 18. MISCELLANEOUS.

            (a) NO LIABILITY OF COMMITTEE MEMBERS. No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each member of the Committee and each other
employee, officer or director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or willful bad faith; PROVIDED, HOWEVER, that approval of


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the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

            (b) STOCKHOLDERS AGREEMENT. Prior to the IPO Date, the Committee
may, in its sole discretion, require that as a condition to the grant of any
Award, or to the exercise of any Option, a Participant execute a stockholders
agreement (the "STOCKHOLDERS AGREEMENT"), which may include, without limitation,
drag along rights, rights of repurchase, rights of first refusal and other
similar restrictions. If required, the Company shall deliver a copy of the
Stockholders Agreement to a Participant prior to the time such Participant's
execution is required. In the event there is a conflict or inconsistency between
the terms of an Award agreement and the Stockholders Agreement, the Stockholders
Agreement shall govern and control.

            (c) PAYMENTS FOLLOWING ACCIDENTS OR ILLNESS. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

            (d) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the principles of conflicts of laws thereof.

            (e) FUNDING. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

            (f) RELIANCE ON REPORTS. Each member of the Committee and each
member of the Board shall be fully justified in relying, acting or failing to
act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any report made by the independent public accountant of the
Company and its Affiliates and upon any other information furnished in
connection with the Plan by any person or persons other than himself.


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<Page>

            (g) TITLES AND HEADINGS. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.

                                      * * *





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