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                                                                    EXHIBIT 10.8

                            SALT HOLDINGS CORPORATION

                             2001 Stock Option Plan

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                                   ARTICLE I

                               PURPOSE OF THE PLAN

                The purpose of the SALT HOLDINGS CORPORATION 2001 STOCK OPTION
PLAN (the "Plan") is (a) to further the growth and success of SALT HOLDINGS
           ----
CORPORATION, a Delaware corporation (the "Company"), and its Subsidiaries (as
                                          -------
hereinafter defined) by enabling directors and employees of, or consultants to,
the Company or any of its Subsidiaries to acquire Shares (as hereinafter
defined), thereby increasing their personal interest in such growth and success,
and (b) to provide a means of rewarding outstanding performance by such persons
to the Company and/or its Subsidiaries. Options granted under the Plan (the
"Options") may be either incentive stock options ("ISOs"), intended to qualify
 -------                                           ----
as such under the provisions of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or non-qualified stock options ("NSOs"). In this
                       ----                                     ----
Plan, the terms "Parent" and "Subsidiary" mean "Parent Corporation" and
"Subsidiary Corporation," respectively, as such terms are defined in Sections
424(e) and (f) of the Code. Unless the context otherwise requires, any ISO or
NSO is referred to in this Plan as an "Option."

                                   ARTICLE II

                                   DEFINITIONS

                As used in the Plan, the following terms shall have the meanings
set forth below:

                "Affiliate" means with respect to any Person, any other Person
                 ---------
that, directly or indirectly through one or more intermediaries Controls, is
Controlled by, or is under common Control with, such Person and/or one or more
Affiliates thereof. The term "Control" includes, without limitation, the
possession, directly or indirectly, of the power to direct the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. The term "Affiliate" shall not include at any time any
portfolio companies of Apollo Management V, L.P. or its Affiliates.

                "Board" has the meaning set forth in Section 3.1 hereof.
                 -----

                "Capital Stock" means any and all shares, interests,
                 -------------
participation or other equivalents (however designated) of corporate stock,
including all Common Stock and preferred stock.

                "Cause" means an Optionee's (a) conviction of a felony or a
                 -----
crime of moral turpitude (other than a traffic violation), (b) willful
commission of any action that is materially harmful to the Company or its
Affiliates on a consolidated basis (other than any action taken in good faith
utilizing the Optionee's business judgement), or (c) failure to obey any
communicated lawful directive of the Board delivered to Optionee.

                "Closing Date" means November 28, 2001.
                 ------------

                "Code" has the meaning set forth in Article I hereof.
                 ----

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                "Committee" has the meaning set forth in Section 3.1 hereof.
                 ---------

                "Common Stock" means the non-voting Class B Common Stock of the
                 ------------
Company, par value $0.01 per share; provided that in the event of (a) a Public
Offering of at least five percent of the outstanding shares of voting Class A
Common Stock of the Company, par value $0.01 per share ("Class A Common Stock"),
or (b) any transfer of shares of Common Stock by an Optionee to any Person not
subject the Investor Rights Agreement or any similar stockholders agreement,
Common Stock shall mean Class A Common Stock.

                "Company" has the meaning set forth in Article I hereof.
                 -------

                "Disqualifying Disposition" has the meaning set forth in Article
                 -------------------------
15 hereof.

                "Effective Date" has the meaning set forth in Section 11.2
                 --------------
hereof.

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

                "Fair Market Value" has the meaning set forth in Section 6.2
                 -----------------
hereof.

                "Independent Third Party" means, immediately prior to the
                 -----------------------
contemplated transaction, any Person which (a) does not own in excess of five
percent (5%) of the Common Stock deemed outstanding, at such time (on a fully
diluted basis) and (b) is not an Affiliate of any such owner.

                "Investor" means Apollo Investment Fund V, L.P., Apollo Overseas
                 --------
Partners V, L.P., or any investment fund managed by Apollo Management V, L.P. or
any of its Affiliates, and any of their successors and assigns.

                "Investor Investment" means direct or indirect investments in
                 -------------------
Shares, preferred stock or other securities of the Company made by the Investor
on or after the Closing Date.

                "Investor IRR" means the pre-tax compounded annual internal rate
                 ------------
of return calculated on a quarterly basis realized to the Investor on the
Investor Investment, based on the aggregate amount invested by the Investor for
all Investor Investments and the aggregate amount received by the Investor for
all Investor Investments, assuming all Investor Investments were purchased by
one Person and were held continuously by such Person. The Investor IRR shall be
determined based on the actual time of each Investor Investment and actual cash
received by the Investor in respect of all Investor Investments and including,
as a return on such investment, any cash dividends, cash distributions or cash
interest made by the Company or any Subsidiary in respect of such investment
during such period, but excluding any other amounts payable that are not
directly attributable to the Investor Investment.

                "Investor Rights Agreement" means the Investor Rights Agreement,
                 -------------------------
dated as of the Closing Date, among the Company and the holders party thereto,
as it is amended, supplemented or restated from time to time.

                  "ISOs" has the meaning set forth in Article I hereof.
                   ----

                                       2

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                "NASDAQ" has the meaning set forth in Section 6.2(a) hereof.
                 ------

                "Notice" has the meaning set forth in Section 9.2 hereof.
                 ------

                "NSOs" has the meaning set forth in Article I hereof.
                 ----

                "Option" has the meaning set forth in Article I hereof.
                 ------

                "Option Agreement" has the meaning set forth in Section 5.2
                 ----------------
hereof.

                "Option Price" has the meaning set forth in Section 6.1 hereof.
                 ------------

                "Option Shares" has the meaning set forth in Section 9.2(b)
                 -------------
hereof.

                "Optionees" has the meaning set forth in Section 5.1(a).
                 ---------

                "Person" shall be construed broadly and shall include, without
                 ------
limitation, an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

                "Plan" has the meaning set forth in Article I hereof
                 ----

                "Public Offering" means the closing of a public offering of
                 ---------------
Common Stock pursuant to a registration statement declared effective under the
Securities Act, except that a Public Offering shall not include an offering made
in connection with an employee benefit plan or made primarily to employees or
consultants of the Company.

                "Realization Event" means (a) the consummation of a Sale of the
                 -----------------
Company or (b) any transaction or series of related transactions in which the
Investor sells at least 50% of the Shares directly or indirectly acquired by it
and at least 50% of the aggregate of all of the Investor Investments.

                "Reorganization" has the meaning set forth in Section 10.1
                 --------------
hereof.

                "Reserved Shares" means, at any time, an aggregate of 419,750
                 ---------------
shares of Common Stock.

                "Sale of the Company" means the sale of the Company to one or
                 -------------------
more Independent Third Parties or IMC Global, Inc. or its Affiliates, or any of
their successors, pursuant to which such party or parties acquire (a) Capital
Stock of the Company possessing the voting power to elect a majority of the
Board (whether by merger, consolidation or sale or transfer of the Company's
Capital Stock) or (b) all or substantially all of the Company's assets
determined on a consolidated basis.

                "Securities Act" means the Securities Act of 1933, as amended.
                 --------------

                "Shares" means shares of Common Stock.
                 ------

                                       3

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                "Subsidiary" means any corporation or other entity of which the
                 ----------
Company owns securities or interests having a majority, directly or indirectly,
of the ordinary voting power in electing the board of directors or managers
thereof.

                "Termination Date" means the tenth anniversary of the Effective
                 ----------------
Date.

                "Termination of Relationship" means (a) if the Optionee is an
                 ---------------------------
employee of the Company or any Subsidiary, the termination of the Optionee's
employment with the Company and its Subsidiaries for any reason; (b) if the
Optionee is a consultant to the Company or any Subsidiary, the termination of
the Optionee's consulting relationship with the Company and its Subsidiaries for
any reason; and (c) if the Optionee is a director of the Company or any
Subsidiary, the termination of the Optionee's service as a director of such
Company or Subsidiary for any reason.

                "Vested Options" means Options that have vested in accordance
                 --------------
with the applicable Option Agreement.

                                   ARTICLE III

             ADMINISTRATION OF THE PLAN; SHARES SUBJECT TO THE PLAN

3.1     Committee.
        ---------

                The Plan shall be administered by the Board of Directors of the
Company (the "Board") or the Compensation Committee (the "Committee") appointed
              -----                                       ---------
from time to time by the Board. The term "Committee" shall, for all purposes of
the Plan other than this Section 3, be deemed to refer to the Board if the Board
is administering the Plan.

3.2     Procedures.
        ----------

                The Committee shall adopt such rules and regulations as it shall
deem appropriate concerning the holding of meetings and the administration of
the Plan. The entire Committee shall constitute a quorum and the actions of the
entire Committee present at a meeting, or actions approved in writing by the
entire Committee, shall be the actions of the Committee.

3.3      Interpretation.
         --------------

                Except as may otherwise be expressly reserved to the Board as
provided herein, and with respect to any Option, except as may otherwise be
provided in the Option Agreement evidencing such Option, the Committee shall
have all powers with respect to the administration of the Plan, including the
interpretation of the provisions of the Plan and any Option Agreement
(including, without limitation, whether any particular termination of employment
is for Cause), and all decisions of the Board or the Committee, as the case may
be, shall be reasonable and made in good faith and shall be conclusive and
binding on all participants in the Plan.

                                       4

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3.4     Number of Shares.
        ----------------

                Subject to the provisions of Article X (relating to adjustments
upon changes in capital structure and other corporate transactions), the
aggregate number of Shares with respect to which Options may be granted under
the Plan shall not exceed the Reserved Shares. If and to the extent that Options
granted under the Plan terminate, are reduced in number, expire or are canceled
without having been fully exercised, new Options may be granted under the Plan
with respect to the Shares covered by the unexercised portion of such
terminated, expired or canceled Options.

3.5     Reservation of Shares.
        ---------------------

                The number of Shares reserved for issuance upon the exercise of
Options granted under the Plan shall at no time be less than the maximum number
of Shares which may be purchased at any time pursuant to outstanding Options.

                                   ARTICLE IV

                                   ELIGIBILITY

4.1     General.
        -------

                Options may be granted under the Plan only to persons who are
employees or directors of, or consultants to, the Company or any of its
Subsidiaries on the date of the grant. Options granted to consultants and
non-employee directors shall be NSOs. Options granted to employees of the
Company or any of its Subsidiaries shall be, in the discretion of the Committee,
either ISOs or NSOs on the date of the grant.

4.2     Exceptions.
        ----------

                Notwithstanding anything contained in Section 4.1 to the
contrary, no ISO may be granted under the Plan to an employee who owns, directly
or indirectly (within the meaning of Sections 422(b)(6) and 425(d) of the Code),
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of its Parent, if any, or any of its Subsidiaries,
unless (a) the Option Price of the Shares subject to such ISO is fixed at not
less than 110% of the Fair Market Value of such Shares on the date of the grant
(as determined in accordance with Section 6.2), and (b) such ISO by its terms is
not exercisable after the expiration of five years from the date it is granted.

                                    ARTICLE V

                                GRANT OF OPTIONS

5.1     General.
        -------
                Subject to Section 5.6, Options may be granted under the Plan at
any time and from time to time on or prior to the Termination Date. Subject to
the provisions of the Plan, the Committee shall have plenary authority, in its
sole discretion, to determine:

                                        5

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            (a) The persons (from among the class of persons eligible to receive
Options under the Plan) to whom Options shall be granted (the "Optionees")
                                                               ---------

            (b) The time or times at which Options shall be granted; and

            (c) The number of Shares for which an Option may be exercisable.

5.2    Option Agreements.
       -----------------

            Each Option granted under the Plan shall be designated as an ISO or
an NSO and shall be subject to the terms and conditions applicable to ISOs
and/or NSOs (as the case may be) set forth in the Plan. Each Option shall
specify the number of Shares for which such Option shall be exercisable and the
exercise price for such Shares. In addition, each Option shall be evidenced by a
written agreement (an "Option Agreement") that shall be executed by the Company
                       ----------------
and the Optionee.

5.3    Vesting.
       -------

            The Committee shall determine whether and to what extent any Options
which are exercisable for Shares are also subject to vesting based upon the
Optionee's continued service to, or the performance of duties for, the Company
and its Subsidiaries.

5.4    No Evidence of Employment or Service.
       ------------------------------------

            Nothing contained in the Plan or in any Option Agreement shall
confer upon any Optionee any right with respect to the continuation of his or
her employment by or service with the Company or any of its Subsidiaries or
interfere in any way with the right of the Company or any such Subsidiary
(subject to the terms of any separate agreement to the contrary) at any time to
terminate such employment or service or to increase or decrease the compensation
of the Optionee from the rate in existence at the time of the grant of an
Option.

5.5    Date of Grant.
       -------------

            The date of grant of an Option under this Plan shall be the date as
of which the Committee approves the grant; provided, however, that in the case
of an ISO, the date of grant shall in no event be earlier than the date as of
which the Optionee becomes an employee, director or consultant of the Company or
one of its Subsidiaries.

5.6    Shares.
       ------

            Options shall be granted to purchase a specified number of Shares
not to exceed, in the aggregate, the Reserved Shares. Options may only be
exercisable for whole Shares.

                                       6

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                                   ARTICLE VI

                                  OPTION PRICE

6.1  General.
     -------

          The price (the "Option Price") at which each Share may be purchased
                          ------------
shall be determined by the Committee and set forth in the Option Agreement;
provided, however, that in the case of an ISO, such Option Price shall in no
event be less than 100% (or 110% if Section 4.2(a) hereof is applicable) of the
Fair Market Value of the Shares on the date of the grant (as determined in
accordance with Section 6.2).

6.2  Determination of Fair Market Value.
     ----------------------------------

          Subject to the requirements of Section 422 of the Code regarding
ISO's, for purposes of the Plan, the "Fair Market Value" of a Share as of a
particular date shall be determined as follows:

          (a) If such Shares are publicly traded, (i) the closing price on the
business day immediately preceding such date if any trades were made on such
business day and such information is available, otherwise the average of the
last bid and asked prices on the business day immediately preceding such date in
the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotations System ("NASDAQ") or (ii) if such Shares
                                                 ------
are then traded on a national securities exchange, the closing price on the
business day immediately preceding such date, if any trades were made on such
business day and such information is available, otherwise the average of the
high and low prices on the business day immediately preceding such date on the
principal national securities exchange on which it is so traded; or

          (b) If there is no public trading market for such Shares, the Fair
Market Value of a Share shall be determined based upon the method set forth in
the definition of "Fair Market Value" contained in the Investor Rights
Agreement.

                                  ARTICLE VII

                        Automatic TERMINATION OF OPTIONS

          Each Option granted under the Plan shall automatically terminate and
shall become null and void and be of no further force or effect upon such date
or dates set forth in the applicable Option Agreement, consistent with the terms
of this Plan. Any Shares that are not acquired as a result of an Option expiring
without being fully exercised shall be available for award by the Committee to
another eligible person.

                                       7

<PAGE>

                                  ARTICLE VIII

              LIMITATIONS ON ISOS; NOTICE TO OPTIONEES GRANTED ISOS

          In accordance with Section 422(d) of the Code, to the extent that the
aggregate Fair Market Value of all stock with respect to which incentive stock
options are exercisable for the first time by such Optionee during any calendar
year (under all plans of the Company and its subsidiaries) exceeds $100,000,
such ISOs shall be treated as NSOs.

          Under certain circumstances, the exercise of an ISO may disqualify the
holder from recovering the favorable tax benefits ISOs offer. Therefore, the
Company recommends that each Optionee holding an ISO consult with a competent
tax advisor before taking any action with respect to his or her ISOs.

                                   ARTICLE IX

                             PROCEDURE FOR EXERCISE

9.1   Payment.
      -------

          An Optionee shall pay for the exercise of a Vested Option in United
States currency by cash or personal or certified check payable to the Company in
an amount equal to the aggregate Option Price of the Shares with respect to
which the Option is being exercised.

9.2   Notice.
      ------

          An Optionee (or other person, as provided in Section 11.2) may
exercise an Option (for the Shares represented thereby) granted under the Plan
in whole or in part (but for the purchase of whole Shares only), as provided in
the Option Agreement evidencing his or her Option, by delivering a written
notice (the "Notice") to the Secretary of the Company. The Notice shall state:
             ------

          (a) That the Optionee elects to exercise the Option;

          (b) The number of Shares with respect to which the Option is being
exercised (the "Option Shares");
                -------------

          (c) The method of payment for the Option Shares (which method must be
available to the Optionee under the terms of his or her Option Agreement);

          (d) The date upon which the Optionee desires to consummate the
purchase (which date must be prior to the termination of such Option);

          (e) A copy of any election filed or intended to be filed by the
Optionee with respect to such Option Shares pursuant to Section 83(b) of the
Code; and

          (f) Any additional provisions consistent with the Plan as the
Committee may from time to time require.

                                       8

<PAGE>

               The exercise date of an Option shall be the date on which the
Company receives the Notice from the Optionee. Such Notice shall also contain,
to the extent such Optionee is not then a party to the Investor Rights
Agreement, an Adoption Agreement, in form and substance satisfactory to the
Board pursuant to which the Optionee agrees to become a party to the Investor
Rights Agreement.

9.3    Issuance of Certificates.
       ------------------------

               The Company shall issue stock certificates in the name of the
Optionee (or such other person exercising the Option in accordance with the
provisions of Section 11.2), for the securities purchased upon exercise of an
Option as soon as practicable after receipt of the Notice and payment of the
aggregate Option Price for such securities; provided that the Company may elect
to not issue any fractional Shares upon the exercise of any Options (determining
the fractional Shares after aggregating all Shares issuable to a single holder
as a result of an exercise of an Option for more than one Share) and in lieu of
issuing such fractional Shares, shall pay the Optionee the Fair Market Value
thereof. Neither the Optionee nor any person exercising an Option in accordance
with the provisions of Section 11.2 shall have any privileges as a stockholder
of the Company with respect to any Shares of stock subject to an Option granted
under the Plan until the date of issuance of stock certificates pursuant to this
Section 9.3.

                                   ARTICLE X

                                   ADJUSTMENTS

10.1   Changes in Capital Structure.
       ----------------------------

               If the Common Stock is changed by reason of a stock split,
reverse stock split, or stock combination, stock dividend or distribution, or
converted into or exchanged for other securities as a result of a merger,
consolidation or reorganization (a "Reorganization"), the Board shall make such
                                    --------------
adjustments in the number and class of shares of stock available under the Plan
as shall be necessary to preserve to an Optionee rights substantially
proportionate to his rights existing immediately prior to such transaction or
event (but subject to the limitations and restrictions on such rights),
including, without limitation, a corresponding adjustment changing the number
and class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change. In addition, with
respect to unvested Options only, the preceding sentence shall apply to
extraordinary cash dividends on Common Stock. Notwithstanding anything contained
in the Plan to the contrary, in the case of ISOs, no adjustment under this
Section 10.1 shall be appropriate if such adjustment (a) would constitute a
modification, extension or renewal of such ISOs within the meaning of Sections
422 and 424 of the Code, and the regulations promulgated by the Treasury
Department thereunder, or (b) would, under Section 422 of the Code and the
regulations promulgated by the Treasury Department thereunder, be considered as
the adoption of a new plan requiring stockholder approval. The Company will not,
in any event, permit the exercise price of any Option to be less than the par
value of the Common Stock.

                                       9

<PAGE>

10.2   Special Rules.
       -------------

            The following rules shall apply in connection with Section 10.1
above:

            (a) No adjustment shall be made for cash dividends (except as
described in Section 10.1) or the issuance to stockholders of rights to
subscribe for additional Shares, or other securities; and

            (b) Any adjustments referred to in Section 10.1 shall be made by the
Board in its reasonable discretion and shall, absent manifest error, be
conclusive and binding on all persons holding any Options granted under the
Plan.

10.3   Right to Include Vested Options upon a Realization Event.
       --------------------------------------------------------

            Upon a Realization Event, the Company may, but is not obligated to,
purchase each outstanding Vested Option for an amount equal to (a) the amount
per share received in respect of the Shares sold in such transaction
constituting the Realization Event (b) less the Option Price thereof.

                                   ARTICLE XI

                    RESTRICTIONS ON OPTIONS AND OPTION SHARES

11.1   Compliance With Securities Laws.
       -------------------------------

            No Options shall be granted under the Plan, and no securities shall
be issued and delivered upon the exercise of Options granted under the Plan,
unless and until the Company and/or the Optionee shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

            The Committee in its discretion may, as a condition to the exercise
of any Option granted under the Plan, require an Optionee (a) to represent in
writing that the securities received upon exercise of an Option are being
acquired for investment and not with a view to distribution and (b) to make such
other representations and warranties as are deemed reasonably appropriate by the
Company. Stock certificates representing securities acquired upon the exercise
of Options that have not been registered under the Securities Act shall, if
required by the Committee, bear the legends as may be required by the Investor
Rights Agreement and Option Agreement evidencing a particular Option.

11.2   Nonassignability of Option Rights.
       ---------------------------------

            No Option granted under this Plan shall be assignable or otherwise
transferable by the Optionee, except by will or by the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee. If an Optionee dies, his or her Options shall thereafter
be exercisable, during the period specified in the applicable Option Agreement
(as the case may be), by his or her executors or administrators to the full
extent (but

                                       10

<PAGE>

only to such extent) to which such Options were exercisable by the Optionee at
the time of his or her death.

            Before issuing any Shares upon exercise of Options to any person who
is not already a party to the Investor Rights Agreement, the Company shall
obtain, in appropriate form, an executed Adoption Agreement from such person
unless a Public Offering shall have already occurred.

            This Plan shall become effective on the date of its adoption by the
Board (the "Effective Date"); provided, however, that no ISO shall be
            --------------
exercisable by an Optionee unless and until the Plan shall have been approved by
the stockholders of the Company in accordance with the provisions of its
Articles of Incorporation and By-laws, which approval shall be obtained by a
simple majority vote of stockholders, voting either in person or by proxy, at a
duly held stockholders' meeting, or by written consent, within twelve months
before or after the adoption of the Plan by the Board.

11.3  Restrictions for the United Kingdom and Canada.
      ----------------------------------------------

            All Optionees who are residents of the United Kingdom shall be
subject to the additional restrictions set forth on Schedule I attached hereto.
                                                    ----------
All Optionees who are residents of Canada shall be subject to the additional
restrictions set forth on Schedule II attached hereto.
                          -----------

                                  ARTICLE XII

                             TERMINATION OF THE PLAN

            No Options may be granted after the Termination Date. Any Option
outstanding as of the Termination Date shall remain in effect until the earlier
of the exercise thereof and the Option Term with respect to such Option.

                                  ARTICLE XIII

                                AMENDMENT OF PLAN

            The Plan may be modified or amended in any respect by the Committee
with the prior approval of the Board; provided, however, that the approval of
the holders of a majority of the votes that may be cast by all of the holders of
shares of common stock of the Company entitled to vote (voting together as a
single class, with each such holder entitled to cast one vote per share held by
such holder) shall be obtained prior to any such amendment becoming effective if
such approval is required by law or is necessary to comply with regulations
promulgated by the Securities and Exchange Commission under Section 16(b) of the
Exchange Act or with Section 422 of the Code or the regulations promulgated by
the Treasury Department thereunder. Notwithstanding the foregoing, the Plan may
not be modified or amended with respect to any existing Option Agreement if such
change would impair the rights of the applicable Optionee without the consent of
such Optionee.

                                       11

<PAGE>

                                  ARTICLE XIV

                                    CAPTIONS

            The use of captions in this Plan is for convenience. The captions
are not intended to provide substantive rights.

                                   ARTICLE XV

                           DISQUALIFYING DISPOSITIONS

            If securities acquired by exercise of an ISO granted under this Plan
are disposed of within two years following the date of grant of the ISO or one
year following the issuance of the securities to the Optionee (a "Disqualifying
                                                                  -------------
Disposition"), the holder of such securities shall, immediately prior to such
-----------
Disqualifying Disposition, notify the Company in writing of the date and terms
of such Disqualifying Disposition and provide such other information regarding
the Disqualifying Disposition as the Company may reasonably require.

                                  ARTICLE XVI

                                WITHHOLDING TAXES

            Whenever, under the Plan, securities are to be delivered to an
Optionee upon exercise of an NSO (or an exercise of an ISO that will be taxed as
an NSO), such Optionee shall remit or, in appropriate circumstances, agree to
remit when due, an amount sufficient to satisfy all current or estimated future
Federal, state, local and foreign withholding tax and employment tax
requirements relating thereto. The Company shall deduct from such number of
securities to be delivered to Optionee the number of securities necessary for
the Company to satisfy all current or estimated future Federal, state, local and
foreign withholding tax and employment tax requirements relating thereto.

                                  ARTICLE XVII

                                OTHER PROVISIONS

            Each Option granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion. Notwithstanding the foregoing, each ISO granted under
the Plan shall include those terms and conditions which are necessary to qualify
the ISO as an "incentive stock option" within the meaning of Section 422 of the
Code and the regulations thereunder and shall not include any terms or
conditions which are inconsistent therewith.

                                       12

<PAGE>

                                  ARTICLE XVIII

                                NUMBER AND GENDER

            With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

                                   ARTICLE XIX

                                  GOVERNING LAW

            All questions concerning the construction, interpretation and
validity of this Plan and the instruments evidencing the Options granted
hereunder shall be governed by and construed and enforced in accordance with the
domestic laws of the State of New York, without giving effect to any choice or
conflict of law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. In furtherance of the foregoing, the internal
law of the State of New York will control the interpretation and construction of
this Plan, even if under such jurisdiction's choice of law or conflict of law
analysis, the substantive law of some other jurisdiction would ordinarily apply.

                                   * * * * * *

            As adopted by the Board of Directors of Salt Holdings Corporation on
November 28, 2001.

                                       13